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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-K

______________________

(Mark One)



☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025



☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number**: 001-40691**

______________________

Robinhood Markets, Inc.

(Exact name of registrant as specified in its charter)

______________________



Delaware						46-4364776
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

85 Willow Rd

Menlo Park, CA 94025

(Address of principal executive offices, including zip code)

(844) 428-5411

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class			Trading Symbol			Name of each exchange on which registered
Class A Common Stock - $0.0001 par value per share			HOOD			The Nasdaq Stock Market

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ☒

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $71.3 billion (based on the closing price of the registrant’s Class A common stock on the Nasdaq Global Select Market on that date). Shares of common stock owned by executive officers and directors have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.

As of February 11, 2026, the numbers of shares of the issuer’s Class A and Class B common stock outstanding were 790,054,654 and 110,253,736.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual Meeting of Stockholders to be held in 2026, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.

TABLE OF CONTENTS


	PART I	PAGE
ITEM 1.	BUSINESS	10
ITEM 1A.	RISK FACTORS	32
ITEM 1B.	UNRESOLVED STAFF COMMENTS	97
ITEM 1C.	CYBERSECURITY	97
ITEM 2.	PROPERTIES	99
ITEM 3.	LEGAL PROCEEDINGS	99
ITEM 4.	MINE SAFETY DISCLOSURES	99
	PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES	100
ITEM 6.	[REMOVED AND RESERVED]	102
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	103
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	122
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	124
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES	185
ITEM 9A.	CONTROLS AND PROCEDURES	185
ITEM 9B.	OTHER INFORMATION	186
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	187
	PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	188
ITEM 11.	EXECUTIVE COMPENSATION	188
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	188
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	188
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	188
	PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	189
ITEM 16.	FORM 10-K SUMMARY	189
	SIGNATURES	194

Glossary of Terms

The following terms, abbreviations and acronyms are used to identify frequently used terms in this report:


Abbreviation and Meaning
1940 Act	Investment Company Act of 1940, as amended	Coinbase	Coinbase Global, Inc., and Coinbase, Inc.
2013 Plan	Amended and Restated 2013 Stock Plan, as amended	Corp Fin	SEC Division of Corporation Finance
2020 Plan	2020 Equity Incentive Plan, as amended	Crypto Listing Frameworks	Our internal policies and procedures with respect to the listing of cryptocurrencies on our platforms
2021 Plan	2021 Omnibus Incentive Plan	Crypto Transfers	Cryptocurrency transfers
Adjusted EBITDA	Adjusted earnings before interest, taxes, depreciation, and amortization	DFAL	Digital Financial Assets Law
ADRs	American Depository Receipts	DOJ	U.S. Department of Justice
Advisers Act	Investment Advisers Act of 1940	EBS	Electronic Blue Sheets
AI	Artificial Intelligence	ECOA	Equal Credit Opportunity Act
AML	Anti-money Laundering	EEA	European Economic Area
APAC	Asia-Pacific	EFTA	Electronic Funds Transfer Act
ASC	Accounting Standards Codification	EPS	Earnings (loss) per share
BaaS	Banking as a service	Equity Exchange Rights	A right (but not an obligation) each of our founders has to require us to exchange, for shares of Class B common stock, any shares of Class A common stock received by them upon the vesting and settlement of pre-IPO RSUs, pursuant to the equity exchange right agreements entered into between us and each of our founders in connection with our IPO
Barclays	Barclays Bank	ERGs	Employee Resource Groups
Binance	Binance Holdings Ltd., and its affiliated U.S. entity, among others	ERM	Enterprise Risk Management
Bitstamp	Bitstamp Ltd.	ESPP	Employee Share Purchase Plan
BOATS	Blue Oceans ATS, LLC	ETFs	Exchange Traded Funds
Bribery Act	U.K. Bribery Act 2010	ETPs	Exchange Traded Products
BSV	Bitcoin SV	EU	The European Union
Bylaws	Amended and Restated Bylaws	Exchange Act	Securities Exchange Act of 1934, as amended
C$	Canadian dollars	FASB	Financial Accounting Standards Board
CAGO	California Attorney General’s Office	FCA	Financial Conduct Authority
CASP	Crypto asset service providers	FCM	Futures Commission Merchant
CAT	Consolidated Audit Trail	FCPA	Foreign Corrupt Practices Act
CEA	U.S. Commodity Exchange Act	FDCPA	Fair Debt Collections Practices Act
Celsius	Celsius Network LLC	FDIC	Federal Deposit Insurance Corporation
CEO	Chief Executive Officer	Final Rules	Final rules under SEC Release No. 34-99678 and No. 33-11275, “The Enhancement and Standardization of Climate-Related Disclosures for Investors
CFPB	Consumer Financial Protection Bureau	FinCEN	Financial Crimes Enforcement Network
CFT	Countering the Financing of Terrorism	FINRA	Financial Industry Regulatory Authority
CFTC	Commodity Futures Trading Commission	Fixed-Term Securities Lending Agreements	Fixed-term securities lending agreements with two financial institution counterparties, as described below
Charter	Amended and Restated Certificate of Incorporation	Founder Affiliates	Founders related entities
CIP	Customer identification program	Founders’ Voting Agreement	Voting Agreement, dated July 26, 2021, among RHM, Baiju Bhatt, Vladimir Tenev, and certain related entities
Circle	Circle Internet Financial, LLC	Fourth parties	Third parties’ common suppliers or vendors
CISO	Chief Information Security Officer	FTX	FTX Trading Ltd.
CLARITY Act	Digital Asset Market Clarity Act of 2025	Futures	Futures contracts, which includes options on futures and swaps, including event contracts
Coastal Bank	Coastal Community Bank	GAAP	Generally accepted accounting principles in the United States
Code	Internal Revenue Code of 1986, as amended	GBP	British pounds sterling
CODM	Chief Operating Decision Maker	GENIUS Act	Guiding and Establishing National Innovation for U.S. Stablecoins Act


GHG	Greenhouse gas	RHS March 2025 Credit Agreement	Fourth Amended and Restated Credit Agreement, dated as of March 21, 2025, among RHS, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
GM	General manager	RHUK	Robinhood U.K. Ltd
IPO	Initial public offering	RHV	Robinhood Ventures DE, LLC
IRA	Individual Retirement Account	RHY	Robinhood Money, LLC
ISA	Individual Saving Account	RIAs	Registered Investment Advisors
ISOs	Incentive stock options	RITA	Residual Interest Targeted Amount
Kraken	Payward, Inc. and Payward Ventures Inc.	Robinhood Credit	Robinhood Credit, Inc.
MAC	Materiality Assessment Committee	ROC	Risk Operating Committee
Marex	Marex North America LLC	Rothera	Rothera LLC
Market-Based RSUs	RSUs that vest upon the satisfaction of all the following conditions: time-based service conditions, performance-based conditions, and market-based conditions	Rothera E&C	Rothera Exchange and Clearing LLC (formerly LedgerX LLC, doing business as MIAXdx)
Market Makers	Non-exchange liquidity providers	RSAs	Restricted stock awards
MAS	Monetary Authority of Singapore	RSUs	Restricted stock units
MENA	Middle-East and North Africa	RVI	Robinhood Ventures Fund I
MIAXdx	MIAX Derivatives Exchange	Safety Committee	Safety, Risk and Regulatory Committee of the board of directors
MiCA	Markets in Crypto-Assets Regulation	SAR	Suspicious activity reporting
MiFID	Markets in Financial Instruments Directive II	SARs	Stock appreciation rights
MSD	Massachusetts Securities Division	SBC	Share-based compensation
MSLA	Master securities loan agreement	SEC	U.S. Securities and Exchange Commission
NASAA	North American Securities Association	SEC Staff	The Staff of the SEC
Net Capital Rule	Rule 15c3-1 under the Securities Exchange Act of 1934, as amended	Securities Act	Securities Act of 1933, as amended
NFA	National Futures Association	Sherwood Media	Sherwood Media, LLC
NJDGE	The New Jersey Division of Gaming Enforcement	SIG	Susquehanna International Group
NMS	National market system	SIPC	Securities Investor Protection Corporation
NOLs	Net operating loss carryforwards	SOFR	Secured Overnight Financing Rate
NSCC	National Securities Clearing Corporation	SPV	Special purpose vehicle
NSOs	Non-statutory stock options	SROs	Self-Regulatory Organizations
NYDFS	New York State Department of Financial Services	Sutton	Sutton Bank
OECD	Organization for Economic Cooperation and Development	SVB	Silicon Valley Bank
OFAC	U.S. Department of the Treasury’s Office of Foreign Assets Controls	The Bribery Act	U.K. Bribery Act 2010
Partner Exchanges	Exchange liquidity providers	Tick Size and Access Fee Cap Rules	Rules related to order tick size and access fee caps adopted by the SEC in September 2024
PFOF	Payment for order flow	TILA	Truth in Lending Act
Product-market fit	The need to adapt, localize, and position our products for specific countries	Time-Based RSUs	Time-based RSUs that vest upon the satisfaction of a time-based service condition
RAM	Robinhood Asset Management, LLC	TradePMR	Trade-PMR, Inc.
Repurchase Program	Share repurchase program	TRF	Trade Reporting Facilities
RFIA	Responsible Financial Innovation Act of 2025	Trust	Credit Card Funding Trust
RHC	Robinhood Crypto, LLC	U.K.	United Kingdom
RHD	Robinhood Derivatives, LLC	USAO	The United States Attorney’s Office for the Northern District of California
RHEU	Robinhood Europe, UAB	USA Patriot Act	Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
RHF	Robinhood Financial LLC	USDC	US Dollar Coin, issued by Circle Internet Group, Inc
RHM March 2025 Credit Agreement	Third Amended and Restated Credit Agreement, dated as of March 21, 2025, among RHM, as borrower, and a syndicate of banks, as amended by the First Amendment, dated as of October 15, 2025	USDG	US Global Dollar, issued by Paxos Digital Singapore Pte. Ltd
RH MENA	Robinhood Management MENA Limited	VIE	Variable interest entity
RHS	Robinhood Securities, LLC	Virtu	Virtu Financial, Inc.
RHSG	Robinhood Singapore Pte. Ltd.	WF	Wells Fargo Bank


Key Performance Metrics Terms
We use the following key performance metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions.
ARPU			Average Revenue Per User We define ARPU as total revenue for a given period divided by the average number of Funded Customers on the last day of that period and the last day of the immediately preceding period.
Funded Customers			We define a Funded Customer as a unique person who has at least one account with a Robinhood entity and, within the past 45 calendar days (a) had an account balance that was greater than zero (excluding amounts that are deposited into a Funded Customer account by the Company with no action taken by the unique person) or (b) completed a transaction using any such account. Individuals who share a funded joint investing account (which launched in July 2024) are each considered to be a Funded Customer. Starting in Q1 2025, individuals who are customers of RIAs that use the TradePMR platform, and, starting in June 2025, customers of Bitstamp, are also considered Funded Customers.
Net Deposits			We define Net Deposits as all cash deposits and asset transfers from customers, as well as dividends, interest, staking rewards, and cash or assets earned in connection with Company promotions (such as account transfer and retirement match incentives, free stock bonuses) received by customers, net of reversals, customer cash withdrawals, margin and lending interest, Robinhood Gold subscription fees, and assets transferred off of our platforms for a stated period. Starting in June 2025, Net Deposits include results from Bitstamp. Due to data limitations, we have not included TradePMR client figures in our Net Deposits key performance metric.
Total Platform Assets			We define Total Platform Assets as the sum of the fair value of all equities, options, cryptocurrency, futures (including options on futures and swaps, including event contracts), cash held by users in their accounts, net of receivables from users (previously reported as Assets Under Custody), and any such assets managed by RIAs using TradePMR’s platform that are not custodied by Robinhood, as of a stated date or period end on a trade date basis. Net Deposits and net market gains (losses) drive the change in Total Platform Assets in any given period. Starting in June 2025, the fair value of all cryptocurrency includes cryptocurrency on Bitstamp. Total Platform Assets also include cryptocurrency lent through platform-enabled lending programs, where customers may recall such assets at any time through the platform.
Robinhood Gold Subscribers			We define a Robinhood 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.


Other Glossary Terms
ACATS			Automated Customer Account Transfer Service A system that automates and standardizes procedures for the transfer of assets in a customer account from one brokerage firm and/or bank to another.
Cash Sweep			We define Cash Sweep as the period-end total amount of participating users’ uninvested brokerage and banking cash that has been automatically “swept” or moved from their accounts into deposits for their benefit at a network of program banks. This is an off-balance-sheet amount. Robinhood earns a net interest spread on Cash Sweep balances based on the interest rate offered by the banks less the interest rate given to users as stated in our program terms. This includes balances from customers of RIAs using TradePMR’s platform.
Churned 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 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.
Growth Rate with respect to Net Deposits			Growth rate is calculated as aggregate Net Deposits over a specified 12 month period, divided by Total Platform Assets for the fiscal quarter that immediately precedes such 12 month period.
Investment Accounts			We define an Investment Account as a funded individual brokerage account, a funded joint investing account, a funded IRA, or an account with an RIA using TradePMR’s platform. Starting in September 2025, a Funded Customer can have multiple Investment Accounts - one or more individual brokerage accounts, a joint investing account, a traditional IRA, a Roth IRA, and/or an RIA custody account using TradePMR’s platform. Investment Accounts do not include Bitstamp as such accounts are not brokerage or other Investment Accounts.
Margin Book			We define Margin Book as our period-end aggregate outstanding margin loan balances receivable (i.e., the period-end total amount we are owed by customers on loans made for the purchase of securities, supported by a pledge of assets in their margin-enabled brokerage accounts). This includes margin loan balances from customers of RIAs using TradePMR’s platform.
New Funded Customers			We define a New Funded Customer as a unique person who became a Funded Customer for the first time during the relevant period.
Notional Trading Volume			We define Notional Trading Volume, or Notional Volume, for any specified asset class as the aggregate dollar value (purchase price or sale price as applicable) of trades executed in that asset class on our platforms over a specified period of time. Crypto Notional Volume includes both Robinhood App Notional Volume and, starting in June 2025, Bitstamp Notional Volume. Robinhood App Notional Volume represents the dollar value of executed crypto trades on the Robinhood platform over a specified period of time. Bitstamp Notional Volume represents the dollar value of executed crypto trades on the Bitstamp platform over a specified period of time. For example, each $1 of transaction value executed between a buyer and seller is counted as $1 of transaction value in the relevant period, rather than $2 if counted for each of the buyer and seller.
Options Contracts Traded			We define Options Contracts Traded as the total number of options contracts bought or sold over a specified period of time. Each contract generally entitles the holder to trade 100 shares of the underlying stock.
Resurrected 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.

Supported Cryptocurrencies

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


Aave (AAVE)	Aerodrome Finance (AERO)	Arbitrum (ARB)	Aster (ASTER)*	Avalanche (AVAX)	Avantis (AVNT)*	Bitcoin (BTC)	Bitcoin Cash (BCH)
BNB (BNB)*	BONK (BONK)	Cardano (ADA)	cat in a dogs world (MEW)*	Chainlink (LINK)	Compound (COMP)	Curve DAO (CRV)	Dogecoin (DOGE)
Dogwifhat (WIF)	Ethena (ENA)	Ethereum (ETH)	Ethereum Classic (ETC)	Floki (FLOKI)	Hedera (HBAR)	Hyperliquid (HYPE)*	LayerZero (ZRO)*
Lido DAO (LDO)	Lighter (LIT)*	Litecoin (LTC)	Mantle (MNT)	Maple Finance (SYRUP)	Moo Deng (MOODENG)*	OFFICIAL TRUMP (TRUMP)*	Ondo (ONDO)*
Onyxcoin (XCN)	Optimism (OP)	Pax Gold (PAXG)	Peanut the Squirrel (PNUT)*	Pepecoin (PEPE)	Plasma (XPL)*	Polkadot (DOT)	Popcat (POPCAT)*
Pudgy Penguins (PENGU)*	Pyth Network (PYTH)	Render (RENDER)	Seeker (SKR)	SEI (SEI)	Shiba Inu (SHIB)	Sky (SKY)*	Solana (SOL)
Stellar Lumens (XLM)	SUI (SUI)	Tezos (XTZ)	Toncoin (TON)*	Uniswap (UNI)	USD Stablecoin (USDC)**	Virtuals Protocol (VIRTUAL)	World Liberty Financial (WLFI)*
XRP (XRP)	Zora (ZORA)*

(1) Not all cryptocurrencies are available in every state. An asterisk indicates a cryptocurrency is not currently available for trading in New York; a double asterisk indicates a cryptocurrency is not currently available for trading in New York or Texas.

CAUTIONARY NOTE REGARDING FORWARD‑LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Annual Report”) of Robinhood Markets, Inc. (“RHM” and, together with its subsidiaries, “we,” “us,” “Robinhood,” or the “Company”) contains forward-looking statements (as such phrase is used in the federal securities laws), which involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. 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,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. This Annual Report includes, among others, forward-looking statements regarding:

that we continue to create an ecosystem of financial products and services that will enable people across the world to become investors;
our belief that our products can transform the relationship people have with the financial system and that the products on our roadmap will go a long way toward making that a reality;
our commitment to continue expanding Robinhood Legend’s capabilities;
that we remain focused on building the best products and ultimately aim to serve all of our customers’ financial needs;
our expectations regarding our prediction markets investments, including our plans to introduce and advance the build out of an independent, CFTC-licensed exchange and clearinghouse, Rothera E&C;
our plans to continue expanding our U.K. brokerage offering with the introduction of tax-advantaged investment accounts;
that we are continuing to roll out Robinhood Banking to Gold Subscribers;
our expectations regarding RVI, including that RVI’s investment program will focus on a concentrated portfolio of private companies at the frontiers of their respective industries and that RVI plans to hold investments for the long term through IPO and beyond, and will seek to invest across a number of sectors;
our expectations regarding legal and regulatory proceedings and investigations;
our intent to continue to invest in technology;
that we are continuously introducing new products and diversifying our services that further expand access to the financial system;
our expectations regarding legislative developments and their impact on us, including with respect to the CLARITY Act and the GENIUS Act;
our expectations about our ability to rapidly adopt and introduce new tools relating to 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 plans to keep investing in our existing products and features while also launching new products and services like Robinhood Legend, index options, futures, and event contracts;
our expectations regarding products related to wealth management and advisory, including our plan to focus on multigenerational advisory in our future product roadmap and our expectation that multigenerational advisory will be strengthened by the expanded investment advisory and custodial capabilities gained through our acquisition of TradePMR;
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 U.K. brokerage product offering and our plan to open an office in Singapore as our APAC headquarters;
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 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;
our expectations with respect to our pending acquisitions of WonderFi, PT Buana Capital Sekuritas, and PT Pedagang Aset Kripto;
the Repurchase Program and our current expectations with respect to timing;
our belief that, based on our current level of operations, our primary sources of liquidity will be adequate to meet our current liquidity needs for the next 12 months; and
our expectations regarding applying for a license under the DFAL in connection with our cryptocurrency trading operations in California.

Our forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual future results, performance, or achievements to differ materially from any future results expressed or implied in this Annual Report. Reported results should not be considered an indication of future performance. Factors that contribute to the uncertain nature of our forward-looking statements include, among others:

our rapid and continuing expansion, including continuing to introduce new products and services on our platforms as well as geographic expansion;
the difficulty of managing our business effectively, including the size of our workforce, and the risk of declining or negative growth;
the fluctuations in our financial results and key metrics from quarter to quarter;
our reliance on transaction-based revenue, including PFOF, the risk of new regulation or bans on PFOF and similar practices, and the addition of our new fee-based model for cryptocurrency;
our exposure to fluctuations in interest rates and rapidly changing interest rate environments;
the difficulty of raising additional capital (to provide liquidity needs and support business growth and objectives) on reasonable terms, if at all;
the need to maintain capital levels required by regulators and SROs;
the risk that we might mishandle the cash, securities, and cryptocurrencies we hold on behalf of customers, and our exposure to liability for processing, operational, or technical errors in clearing functions;
the impact of negative publicity on our brand and reputation;
the risk that changes in business, economic, or political conditions that impact the global financial markets, or a systemic market event, might harm our business;
our dependence on key employees and a skilled workforce;
the fact that we do not wholly own or operationally control Rothera, our joint venture with SIG, and its subsidiaries;
operational and regulatory risks and expenditures prior to and following closing of our acquisitions and investments;
the difficulty of complying with an extensive, complex, and changing regulatory environment, the risk of monetary and other penalties for noncompliance and the need to adjust our business model in response to new or modified laws and regulations;
the possibility of adverse developments in pending litigation and regulatory investigations;
the risk that the outcome of currently ongoing and potential future regulatory enforcement actions and litigation, as well as potential changes in federal or state law, could immediately or subsequently prevent us from offering, or continuing to offer, event contracts;
the effects of competition;
our need to innovate and 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 platforms;
the risk of cybersecurity incidents, theft, data breaches, and other online attacks;
the difficulty of processing customer data in compliance with privacy laws;
our need as a regulated financial services company to develop and maintain effective compliance and risk management infrastructures;
the risks associated with incorporating AI technologies into some of our products and processes;
the regulation, litigation, contractual, operational, and reputational risks associated with our introduction of products such as Robinhood Stock Tokens in the EEA and our staking services offered in the U.S.; and
the risk that substantial future sales of Class A common stock in the public market, or the perception that they may occur, could cause the price of our stock to fall.

Because some of these risks and uncertainties cannot be predicted or quantified and some are beyond our control, you should not rely on our forward-looking statements as predictions of future events. More information about potential risks and uncertainties that could affect our business and financial results is included in the section of this Annual Report titled “Risk Factors” and our other filings with the SEC, all of which are available on the SEC’s web site at www.sec.gov. Moreover, we operate in a very competitive and rapidly changing environment; new risks and uncertainties may emerge from time to time and it is not possible for us to predict all risks nor identify all uncertainties. The events and circumstances reflected in our forward-looking statements might not be achieved and actual results could differ materially from those projected in the forward-looking statements. Except as otherwise noted, all forward-looking statements are made as of the date we file this Annual Report, and are based on information and estimates available to us at this time. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. 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. You should read this Annual Report with the understanding that our actual future results, performance, events, and circumstances might be materially different from what we expect.

PART I

Next: Item 1. BUSINESS