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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

______________________

(Mark One)


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

For the quarterly period ended March 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

______________________

RH Logo.jpg

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 LLC

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 o 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. ☐

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

As of April 24, 2025, the numbers of shares of the issuer’s Class A and Class B common stock outstanding were 767,047,021 and 115,421,940.

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION		PAGE
ITEM 1.	Unaudited Financial Statements
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Income	7
	Condensed Consolidated Statements of Cash Flows	8
	Condensed Consolidated Statements of Stockholders’ Equity	9
	Notes to Unaudited Condensed Consolidated Financial Statements
	Note 1 - Description of Business and Summary of Significant Accounting Policies	10
	Note 2 - Recent Accounting Pronouncements	11
	Note 3 - Business Combinations	12
	Note 4 - Goodwill and Intangible Assets	14
	Note 5 - Revenues	16
	Note 6 - Allowance for Credit Losses	17
	Note 7 - Investments and Fair Value Measurement	19
	Note 8 - Income Taxes	23
	Note 9 - Securities Borrowing and Lending	23
	Note 10 - Financing Activities and Off-Balance Sheet Risk	24
	Note 1 1 - Common Stock and Stockholders' Equity	27
	Note 1 2 - Net Income per Share	31
	Note 1 3 - Leases	32
	Note 1 4 - Commitments & Contingencies	32
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	54
ITEM 4.	Controls and Procedures	56

PART II - OTHER INFORMATION
ITEM 1.	Legal Proceedings	57
ITEM 1A.	Risk Factors	58
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	116
ITEM 3.	Defaults Upon Senior Securities	118
ITEM 4.	Mine Safety Disclosures	118
ITEM 5.	Other Information	118
ITEM 6.	Exhibit Index	119
	Signatures	120

CAUTIONARY NOTE REGARDING FORWARD‑LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly 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 Quarterly Report includes, among others, forward-looking statements regarding:

our expectations regarding legal and regulatory proceedings and investigations;
our intent to continue expanding our operations outside of the United States;
that we are continuously introducing new products and diversifying our services;
our expectations with respect to our pending acquisition of Bitstamp Ltd. (“Bitstamp”);
the Repurchase Program (as defined below) and our current expectations with respect to timing; and
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.

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 Quarterly 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 payment for order flow (“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 self-regulatory organizations (“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 difficulty of complying with an extensive, complex, and changing regulatory environment 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 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 artificial intelligence (“AI”) technologies into some of our products and processes;
the volatility of cryptocurrency prices and trading volumes;
the risk that our platforms and services could be exploited to facilitate illegal payments; 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 Quarterly Report titled “Risk Factors” and our other filings with the U.S. Securities and Exchange Commission (“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 Quarterly 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 Quarterly Report whether as a result of any new information, future

events, changed circumstances, or otherwise. You should read this Quarterly Report with the understanding that our actual future results, performance, events, and circumstances might be materially different from what we expect.

We use the “Overview” tab of our Investor Relations website (accessible at investors.robinhood.com/overview) and its Newsroom, (accessible at newsroom.aboutrobinhood.com), as means of disclosing information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure (Reg. FD). Investors should routinely monitor those web pages, in addition to our press releases, SEC filings, and public conference calls and webcasts, as information posted on them could be deemed to be material information. The contents of our websites are not intended to be incorporated by reference into this Quarterly Report or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

ROBINHOOD MARKETS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	December 31,		March 31,
(in millions, except share and per share data)	2024		2025
Assets
Current assets:
Cash and cash equivalents	$	4,332	$	4,416
Cash, cash equivalents, and securities segregated under federal and other regulations	4,724		4,442
Receivables from brokers, dealers, and clearing organizations	471		267
Receivables from users, net	8,239		9,167
Securities borrowed	3,236		4,114
Deposits with clearing organizations	489		641
User-held fractional shares	2,530		2,531
Held-to-maturity investments	398		192
Prepaid expenses	75		89
Deferred customer match incentives	100		113
Other current assets	509		243
Total current assets	25,103		26,215
Property, software, and equipment, net	139		140
Goodwill	179		292
Intangible assets, net	38		109
Non-current deferred customer match incentives	195		238
Other non-current assets, including non-current prepaid expenses of $17 as of December 31, 2024 and March 31, 2025	533		523
Total assets	$	26,187	$	27,517
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	397	$	319
Payables to users	7,448		7,116
Securities loaned	7,463		9,098
Fractional shares repurchase obligation	2,530		2,531
Other current liabilities	266		367
Total current liabilities	18,104		19,431
Other non-current liabilities	111		133
Total liabilities	18,215		19,564
Commitments and contingencies (Note 14)
Stockholders’ equity:
Preferred stock, $0.0001 par value. 210,000,000 shares authorized, no shares issued and outstanding as of December 31, 2024 and March 31, 2025.	—		—
Class A common stock, $0.0001 par value. 21,000,000,000 shares authorized, 764,903,997 shares issued and outstanding as of December 31, 2024; 21,000,000,000 shares authorized, 767,854,773 shares issued and outstanding as of March 31, 2025.	—		—
Class B common stock, $0.0001 par value. 700,000,000 shares authorized, 119,588,986 shares issued and outstanding as of December 31, 2024; 700,000,000 shares authorized, 116,720,012 shares issued and outstanding as of March 31, 2025.	—		—
Class C common stock, $0.0001 par value. 7,000,000,000 shares authorized, no shares issued and outstanding as of December 31, 2024 and March 31, 2025.	—		—
Additional paid-in capital	12,008		11,652
Accumulated other comprehensive loss	(1)		—
Accumulated deficit	(4,035)		(3,699)
Total stockholders’ equity	7,972		7,953
Total liabilities and stockholders’ equity	$	26,187	$	27,517

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

ROBINHOOD MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended March 31,
(in millions, except share and per share data)		2024		2025
Revenues:
Transaction-based revenues		$	329	$	583
Net interest revenues		254		290
Other revenues		35		54
Total net revenues		618		927

Operating expenses:
Brokerage and transaction		35		50
Technology and development		196		214
Operations		28		31
Provision for credit losses		16		24
Marketing		67		105
General and administrative		118		133
Total operating expenses		460		557

Other income, net		4		1
Income before income taxes		162		371
Provision for income taxes		5		35
Net income		$	157	$	336
Net income attributable to common stockholders:
Basic		$	157	$	336
Diluted		$	157	$	336
Net income per share attributable to common stockholders:
Basic		$	0.18	$	0.38
Diluted		$	0.18	$	0.37
Weighted-average shares used to compute net income per share attributable to common stockholders:
Basic		875,319,407		884,577,603
Diluted		895,779,155		909,241,619

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

ROBINHOOD MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended March 31,
(in millions)		2024		2025
Net income		$	157	$	336
Other comprehensive income, net of tax:
Foreign currency translation		—		1
Reclassification adjustment for net gains included in net income		1		—
Total other comprehensive income, net of tax		1		1
Total comprehensive income		$	158	$	337

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

ROBINHOOD MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
(in millions)	2024		2025
Operating activities:
Net income	$	157	$	336
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	17		20
Provision for credit losses	16		24
Share-based compensation	62		73
Other	—		4
Changes in operating assets and liabilities:
Securities segregated under federal and other regulations	(692)		397
Receivables from brokers, dealers, and clearing organizations	(118)		206
Receivables from users, net	(796)		(911)
Securities borrowed	(505)		(878)
Deposits with clearing organizations	(247)		(152)
Current and non-current prepaid expenses	—		(13)
Current and non-current deferred customer match incentives	(74)		(56)
Other current and non-current assets	(83)		351
Accounts payable and accrued expenses	(46)		(124)
Payables to users	977		(332)
Securities loaned	668		1,635
Other current and non-current liabilities	41		62
Net cash provided by (used in) operating activities	(623)		642
Investing activities:
Purchases of property, software, and equipment	(2)		(2)
Capitalization of internally developed software	(7)		(9)
Business acquisition, net of cash and cash equivalents acquired	—		(150)
Purchases of held-to-maturity investments	(171)		—
Proceeds from maturities of held-to-maturity investments	154		208
Purchases of credit card receivables by Credit Card Funding Trust	(29)		(549)
Collections of purchased credit card receivables	11		511
Asset acquisition, net of cash acquired	(3)		—
Net cash provided by (used in) investing activities	(47)		9
Financing activities:
Proceeds from exercise of stock options	4		7
Taxes paid related to net share settlement of equity awards	(40)		(120)
Repurchase of Class A common stock	—		(322)
Borrowings by the Credit Card Funding Trust	17		24
Change in principal collected from customers due to Coastal Bank	3		10
Payments of debt issuance costs	(14)		(16)
Net cash used in financing activities	(30)		(417)
Effect of foreign exchange rate changes on cash and cash equivalents	—		1
Net increase (decrease) in cash, cash equivalents, segregated cash, and restricted cash	(700)		235
Cash, cash equivalents, segregated cash, and restricted cash, beginning of the period	9,346		8,695
Cash, cash equivalents, segregated cash, and restricted cash, end of the period	$	8,646	$	8,930
Reconciliation of cash, cash equivalents, segregated cash and restricted cash, end of the period:
Cash and cash equivalents, end of the period	$	4,717	$	4,416
Segregated cash and cash equivalents, end of the period	3,829		4,442
Restricted cash in other current assets, end of the period	83		54
Restricted cash in other non-current assets, end of the period	17		18
Cash, cash equivalents, segregated cash and restricted cash, end of the period	$	8,646	$	8,930
Supplemental disclosures:
Cash paid for interest	$	7	$	9
Cash paid for income taxes, net of refund received	$	2	$	29

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

ROBINHOOD MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Common stock (1)		Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total 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		—	—		—		—		157		157
Issuance of common stock in connection with stock option exercises		1,265,016	—		4		—		—		4
Issuance of common stock upon settlement of restricted stock units, net of shares withheld		4,932,576	—		(40)		—		—		(40)
Change in other comprehensive income		—	—		—		1		—		1
Share-based compensation		—	—		67		—		—		67
Balance as of March 31, 2024		878,360,256	$	—	$	12,176	$	(2)	$	(5,289)	$	6,885


	Common stock (1)		Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total stockholders’ equity
(in millions, except for number of shares)		Shares	Amount
Balance as of December 31, 2024		884,492,983	$	—	$	12,008	$	(1)	$	(4,035)	$	7,972
Net income		—	—		—		—		336		336
Issuance of common stock in connection with stock option exercises		1,703,994	—		7		—		—		7
Issuance of common stock in connection with warrants exercises, net of shares withheld		417,253	—		—		—		—		—
Issuance of common stock in connection with a business combination		2,049,711	—		—		—		—		—
Issuance of common stock upon settlement of restricted stock units, net of shares withheld		3,079,213	—		(120)		—		—		(120)
Repurchase and retirement of Class A common stock		(7,168,369)	—		(322)		—		—		(322)
Change in other comprehensive income		—	—		—		1		—		1
Share-based compensation		—	—		79		—		—		79
Balance as of March 31, 2025		884,574,785	$	—	$	11,652	$	—	$	(3,699)	$	7,953

(1)The share amounts listed above combine Class A common stock and Class B common stock.

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

ROBINHOOD MARKETS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Robinhood was founded in 2013 and our mission is to democratize finance for all. Our platforms enable customers to buy, sell, and trade equities, options, and futures, as well as buy, sell, and transfer cryptocurrencies. We are also responsible for the custody of user-held cryptocurrencies. In addition, we offer credit cards with certain rewards offerings, as well as a cash card and spending account that help our customers in investing, saving, and earning rewards.

We are continuously introducing new products and diversifying our services that further expand access to the financial system. In February 2025, we acquired TradePMR, a custodial and portfolio management platform for Registered Investment Advisors (“RIAs”). In March 2025, we launched Robinhood Strategies, a digital investment advisory service that offers tailored, expert-managed, and goal-based portfolios directly within our mobile platform, featuring low and capped fees.

Acting as the agent of the user, we facilitate the purchase and sale of options, cryptocurrencies, equities, and futures through our platforms. Options, cryptocurrencies, and equities transactions are routed through market makers, who are responsible for trade execution. Upon execution of a trade, users are legally required to purchase options, cryptocurrencies, or equities for cash from the transaction counterparty or to sell options, cryptocurrencies, or equities for cash to the transaction counterparty, depending on the transaction. For futures, users are legally obligated to buy or sell the underlying asset at a specified future date, with the price determined at the time of trade execution. We facilitate and confirm trades only when there are binding, matched legal obligations from the user and the market maker on both sides of the trade. Our users have ownership of the securities they transact on our platforms, including those that collateralize margin loans, and, as a result, such securities are not presented on our unaudited condensed consolidated balance sheets, other than user-held fractional shares which are presented gross. Our users also have ownership of the cryptocurrencies they transact on our platforms (none of which are allowed to be purchased on margin and which do not serve as collateral for margin loans), and, as a result, user-held cryptocurrencies are not presented on our unaudited condensed consolidated balance sheets.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC for interim financial reporting. The condensed consolidated financial statements are unaudited, and in management’s opinion, include all adjustments, including normal recurring adjustments and accruals necessary for a fair presentation of the results for the interim periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2025 or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”).

There have been no material changes in our significant accounting policies as described in our audited consolidated financial statements included in our 2024 Form 10-K, other than as disclosed below. The unaudited condensed consolidated financial statements include the accounts of RHM and its wholly-owned direct and indirect subsidiaries. All intercompany balances and transactions have been eliminated.

Certain reclassifications have been made to prior period amounts to conform to the current period’s presentation. The impact of these reclassifications is immaterial to the presentation of the unaudited

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condensed consolidated financial statements taken as a whole and had no impact on previously reported total assets, total liabilities and net income.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience, and other assumptions we believe to be reasonable under the circumstances. Assumptions and estimates used in preparing our unaudited condensed consolidated financial statements include, but are not limited to, those related to revenue recognition, share-based compensation (“SBC”), the determination of allowances for credit losses, investment valuation, capitalization of internally developed software, useful lives of property, software, and equipment, valuation and useful lives 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. Actual results could differ from these estimates and could have a material adverse effect on our operating results.

Concentrations of Revenue and Credit Risk

Concentrations of Revenue

We derived transaction-based revenues from individual market makers in excess of 10% of total revenues, as follows:


	Three Months Ended March 31,
	2024		2025
Market makers:
Citadel Securities, LLC	12	%	12	%
B2C2 USA Inc.	3	%	12	%
Wintermute Trading Ltd	10	%	11	%
All others individually less than 10%	27	%	28	%
Total as percentage of total revenue	52	%	63	%

Concentrations of Credit Risk

We are engaged in various trading and brokerage activities in which the counterparties primarily include broker-dealers, banks, cryptocurrency market makers, and other financial institutions. In the event our counterparties do not fulfill their obligations, we may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty. Default of a counterparty in equities and options trades, which are facilitated through clearinghouses, would generally be spread among the clearinghouse's members rather than falling entirely on us. It is our policy to review, as necessary, the credit standing of each counterparty.

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09, “Income taxes (Topic 740): Improvements to Income Taxes Disclosures.” This guidance requires annual disclosure of specific categories in the rate reconciliation and provides additional

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information for reconciling items that meet a quantitative threshold. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We adopted this guidance effective January 1, 2025 on a prospective basis. The adoption of this guidance did not have a material impact on our unaudited condensed consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In October 2023, the FASB issued Accounting Standards Update 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The amendments will impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives, and transfers of financial assets. The amendments in this guidance will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC, and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited. We are currently evaluating the impacts of the amendments on our consolidated financial statements.

In March 2024, the SEC adopted final rules under SEC Release No. 34-99678 and No. 33-11275, “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Final Rules”), which requires registrants to provide certain climate-related information in their registration statements and annual reports. The Final Rules require, among other things, disclosure in the notes to the audited financial statements of the effects of severe weather events and other natural conditions, subject to certain thresholds, as well as amounts related to carbon offsets and renewable energy credits or certificates in certain circumstances. The disclosure requirements of the Final Rules were to begin phasing in for annual periods beginning in fiscal year 2025. In April 2024, the SEC stayed the effectiveness of the Final Rules and in March 2025 the SEC voted to end its defense of the climate disclosure rules. We continue to monitor the status of the Final Rules and evaluate the potential impact of the Final Rules.

In November 2024, the FASB issued Accounting Standards Update 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40).” This guidance requires additional disclosures about certain amounts included in the expense captions presented on the statement of operations as well as disclosures about selling expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The guidance can either be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and related disclosures.

NOTE 3: BUSINESS COMBINATIONS

Acquisition of TradePMR

On February 26, 2025, we acquired all of the outstanding equity of TradePMR, a custodial and portfolio management platform for RIAs. The acquisition of TradePMR allows us to deliver investment advisory capabilities to customers by bringing in a scaled RIA custodial and portfolio management platform that connects financial advisors to a new generation of investors.

The acquisition date fair value of the consideration transferred for TradePMR was approximately $175 million following customary purchase price adjustments and was entirely paid in cash. The post-close compensation consisted of 2,049,711 unvested shares of the Company's Class A common stock, valued at approximately $100 million as of the closing date of the acquisition, which will vest over a four-year period post-acquisition, subject to the terms of a vesting agreement. Shares of unvested restricted stock have the same voting rights as all other Class A common stock and are considered to be issued

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and outstanding. These shares are not part of the equity incentive plans described in Note 11 - Common Stock and Stockholders' Equity.

The purchase price allocation is based on a preliminary valuation and subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available, including certain tax matters, during the measurement period (up to one year from the acquisition date). The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition:


(in millions)	Fair Value
Cash and cash equivalents	$	25
Receivable from users, net	2
Prepaid expenses	1
Other current assets	10
Other non-current assets	4
Goodwill	113
Intangible assets	81
Accounts payable and accrued expenses	(1)
Other current liabilities	(19)
Other non-current liabilities	(41)
Net assets acquired	$	175

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is not deductible for tax purposes. Goodwill is primarily attributed to the assembled workforce of TradePMR and anticipated operational synergies. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions at the time of acquisition.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:


(in millions, except years)	Fair Value		Useful Life
Customer relationships	$	49	13
Developed technology	31		5
Trade name	1		4
Total	$	81

The overall weighted average useful life of the identified amortizable intangible assets acquired is 9.76 years. The estimated fair value of the intangible assets acquired approximate the amounts a market participant would pay for these intangible assets as of the acquisition date. We used a multi-period excess earnings method to estimate the fair value of customer relationships and the relief from royalty method to estimate the fair value of developed technology and trade name.

Tangible net assets were valued at their respective carrying amounts as of the acquisition date, as these amounts approximated fair value.

Pro forma results of operations for TradePMR have not been presented as the effect of this acquisition was not material to our consolidated financial statements.

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Pending Acquisition of Bitstamp

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. The pending acquisition is subject to customary closing conditions, including regulatory approvals, and is expected to close in the middle of 2025.

NOTE 4: GOODWILL AND INTANGIBLE ASSETS

Goodwill

The carrying amount of goodwill for the period indicated was as follows:


(in millions)	Carrying Amount
As of December 31, 2024	$	179
Additions due to acquisition of TradePMR	113
As of March 31, 2025	$	292

There was no impairment of goodwill during the three months ended March 31, 2025.

Intangible Assets

The components of intangible assets, net as of March 31, 2025 were as follows:


(in millions, except years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Useful Life - Years
Finite-lived intangible assets:
Customer relationships	$	59	$	(3)	$	56	11.83
Developed technology	59		(12)		47		4.03
Trade names	1		—		1		3.92
Indefinite-lived intangible assets	5		—		5		N/A
Total	$	124	$	(15)	$	109

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Amortization expense of intangible assets was $4 million for the three months ended March 31, 2025. There was no impairment of intangible assets during the three months ended March 31, 2025.

As of March 31, 2025, the estimated future amortization expense of finite-lived intangible assets was as follows:


(in millions)	Finite-lived Intangible Assets
Remainder of 2025	$	14
2026	19
2027	16
2028	12
2029	11
Thereafter	32
Total	$	104

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NOTE 5: REVENUES

Disaggregation of Revenues

The following table presents our revenues disaggregated by revenue source:


	Three Months Ended March 31,
(in millions)	2024		2025
Transaction-based revenues:
Cryptocurrencies	$	126	$	252
Options	154		240
Equities	39		56
Other	10		35
Total transaction-based revenues	329		583

Net interest revenues:
Margin interest	72		110
Interest on segregated cash, cash equivalents, securities, and deposits	58		56
Interest on corporate cash and investments	70		49
Cash Sweep	39		48
Securities lending, net	15		23
Credit card, net	6		10
Interest expenses related to credit facilities	(6)		(6)
Total net interest revenues	254		290

Other revenues:
Robinhood Gold subscription revenues	23		38
Proxy revenues	7		9
Other	5		7
Total other revenues	35		54

Total net revenues	$	618	$	927

Fully-Paid Securities Lending

For our fully-paid securities lending program under which we borrow fully-paid shares from participating users and lend them to third parties (“Fully-Paid Securities Lending”), we earn revenue for lending certain securities based on demand for those securities and portions of such revenues are paid to participating users, and those payments are recorded as interest expense. The following table presents interest revenue earned and interest expense paid from Fully-Paid Securities Lending:


	Three Months Ended March 31,
(in millions)	2024		2025
Interest revenue	$	13	$	24
Interest expense	(2)		(4)
Fully-Paid Securities Lending, net	$	11	$	20

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Contract Balances

Contract receivables are recognized when we have an unconditional right to invoice and receive payment under a contract and are derecognized when cash is received. Transaction-based revenue receivables due from market makers are reported in receivables from brokers, dealers, and clearing organizations while other revenue receivables related to proxy revenues due from issuers are reported in other current assets on the unaudited condensed consolidated balance sheets.

As of March 31, 2025, contract liabilities include $23 million acquired as part of the TradePMR acquisition, with $8 million recorded in other current liabilities and $15 million in other non-current liabilities on the unaudited condensed consolidated balance sheets. This liability represents consideration received in advance of satisfying the related performance obligations and is subject to repayment if certain contractual conditions are not met. Contract liabilities also include $20 million of unearned Robinhood Gold subscription revenue, recognized when users remit cash payments in advance of the time we satisfy our performance obligations. The unearned subscription revenue was recorded as other current liabilities on the unaudited condensed consolidated balance sheets.

The table below sets forth contract receivables and liabilities balances for the period indicated:


(in millions)	Contract Receivables		Contract Liabilities
Beginning of the period, January 1, 2025	$	294	$	11
End of the period, March 31, 2025	198		43
Changes during the period	$	(96)	$	32

The difference between the opening and ending balances of our contract receivables was primarily driven by lower cryptocurrency transaction-based revenues due to decreased trading volumes and timing differences between our performance and counterparties’ payments for the three months ended March 31, 2025. The difference between the opening and ending balances of our contract liabilities was primarily driven by contract liabilities acquired as part of the TradePMR acquisition and an increase in Robinhood Gold Subscribers. We recognized all revenue from amounts included in the opening contract liabilities balance in the three months ended March 31, 2025.

NOTE 6: ALLOWANCE FOR CREDIT LOSSES

Allowance for Credit Losses - Brokerage Related

The following table summarizes the brokerage related allowance for credit losses, which is primarily related to fraudulent activities, included in receivables from users, net on the unaudited condensed consolidated balance sheet:


	Three Months Ended March 31,
(in millions)	2024		2025
Beginning balance	$	15	$	14
Provision for credit losses	6		11
Write-offs	(2)		(10)
Recoveries	—		1
Ending Balance	$	19	$	16

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Allowance for Credit Losses - Credit Card Related

We have two types of allowance for credit losses related to credit cards: i) an allowance related to off-balance sheet credit card receivables, shown as part of accounts payable and accrued expenses on the unaudited condensed consolidated balance sheet, and ii) an allowance related to purchased credit card receivables and interest receivable from customers, included in receivables from users, net on the unaudited condensed consolidated balance sheet.

The following table summarizes the allowance related to off-balance sheet credit card receivables:


	Three Months Ended March 31,
(in millions)	2024		2025
Beginning balance	$	32	$	40
Provision for credit losses	8		7
Payments to Coastal Bank	(9)		(8)
Recoveries	1		—
Ending balance	$	32	$	39

The following table summarizes the allowance related to purchased credit card receivables and interest receivables from customers:


	Three Months Ended March 31,
(in millions)	2024		2025
Beginning balance	$	1	$	11
Provision for credit losses	2		6
Write-offs	(1)		(2)
Ending balance	$	2	$	15

The following tables present the aging analysis of our credit card receivables for the periods presented and the delinquency aging includes all past due principal on loans. Accrued interest receivable

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of $3 million and $5 million as of December 31, 2024 and March 31, 2025 were not included in the tables below.


(in millions, except for percentages)	December 31, 2024
				Past due receivables
	Current			<90 Days			≥ 90 days			Total Past due receivables			Total Receivables
On-balance sheet	$	186		$	2		$	1		$	3		$	189
Off-balance sheet	177			15			10			25			202
Total credit card loans	$	363		$	17		$	11		$	28		$	391
% of Total loans	93		%	4		%	3		%	7		%	100		%


(in millions, except for percentages)	March 31, 2025
				Past due receivables
	Current			<90 Days			≥ 90 days			Total Past due receivables			Total Receivables
On-balance sheet	$	217		$	4		$	2		$	6		$	223
Off-balance sheet	182			14			10			24			206
Total credit card loans	$	399		$	18		$	12		$	30		$	429
% of Total loans	93		%	4		%	3		%	7		%	100		%

The risk in our credit card receivables portfolio correlates to broad economic trends as well as customers' financial condition. The key indicator we monitor when assessing the credit quality and risk is customers' credit scores as they measure the creditworthiness of customers. We use a national third-party provider to update FICO credit scores on a monthly basis. The updated scores are incorporated into a series of credit management reports, which are utilized to monitor risk. The table below presents our credit card receivables by our credit quality indicator, FICO score, including both on-balance sheet and off-balance sheet amounts, as of December 31, 2024 and March 31, 2025. Our receivables by FICO scores:


	December 31,		March 31,
(in millions, except FICO scores)	2024		2025
Below 640	$	64	$	73
640-690	100		117
Greater than 690	227		239
Total credit card loans	$	391	$	429

NOTE 7: INVESTMENTS AND FAIR VALUE MEASUREMENT

Investments

Available-for-sale

As of December 31, 2024 and March 31, 2025, we had $750 million and $500 million of available-for-sale time deposits classified as cash equivalents on the unaudited condensed consolidated balance sheets. These investments had a maturity of three months or less at the time of purchase, and an aggregate market value equal to amortized cost. Refer to Fair Value of Financial Instruments below for further details.

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Held-to-maturity

The following tables summarize our held-to-maturity investments:


	December 31, 2024
(in millions)	Amortized Cost		Allowance for Credit Losses		Unrealized Gains		Unrealized Losses		Fair Value
Debt securities:
U.S. Treasury securities	$	337	$	—	$	1	$	—	$	338
Corporate debt securities	51		—		—		—		51
U.S. government agency securities	10		—		—		—		10
Total held-to-maturity investments	$	398	$	—	$	1	$	—	$	399


	March 31, 2025
(in millions)	Amortized Cost		Allowance for Credit Losses		Unrealized Gains		Unrealized Losses		Fair Value
Debt securities:
U.S. Treasury securities	$	185	$	—	$	—	$	—	$	185
U.S. government agency securities	7		—		—		—		7
Total held-to-maturity investments	$	192	$	—	$	—	$	—	$	192

There were no sales of held-to-maturity investments during the three months ended March 31, 2025.

The table below presents the amortized cost and fair value of held-to-maturity investments by contractual maturity:


	December 31, 2024
(in millions)	Within 1 Year		1 to 2 Years		Total
Amortized cost
Debt securities:
U.S. Treasury securities	$	337	$	—	$	337
Corporate debt securities	51		—		51
U.S. government agency securities	10		—		10
Total held-to-maturity investments	$	398	$	—	$	398

Fair value
Debt securities:
U.S. Treasury securities	$	338	$	—	$	338
Corporate debt securities	51		—		51
U.S. government agency securities	10		—		10
Total held-to-maturity investments	$	399	$	—	$	399

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	March 31, 2025
(in millions)	Within 1 Year		1 to 2 Years		Total
Amortized cost
Debt securities:
U.S. Treasury securities	$	185	$	—	$	185
U.S. government agency securities	7		—		7
Total held-to-maturity investments	$	192	$	—	$	192

Fair value
Debt securities:
U.S. Treasury securities	$	185	$	—	$	185
U.S. government agency securities	7		—		7
Total held-to-maturity investments	$	192	$	—	$	192

Fair Value of Financial Instruments

Financial assets and liabilities measured at fair value on a recurring basis were presented on our unaudited condensed consolidated balance sheets as follows:


	December 31, 2024
(in millions)	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Time deposits	$	—	$	750	$	—	$	750
Money market funds	53		—		—		53
Cash, cash equivalents, and securities segregated under federal and other regulations:
U.S. Treasury securities	1,193		—		—		1,193
Other current assets:
Stablecoin	361		—		—		361
Equity securities - securities owned	15		—		—		15
Other non-current assets:
Money market funds - escrow account	2		—		—		2
User-held fractional shares	2,530		—		—		2,530
Total financial assets	$	4,154	$	750	$	—	$	4,904

Liabilities
Fractional shares repurchase obligations	$	2,530	$	—	$	—	$	2,530
Total financial liabilities	$	2,530	$	—	$	—	$	2,530

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	March 31, 2025
(in millions)	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Time deposits	$	—	$	500	$	—	$	500
Money market funds	29		—		—		29
Deposits with clearing organizations:
U.S. Treasury securities(1)	1		—		—		1
Other current assets:
Equity securities - securities owned	14		—		—		14
Stablecoin	1		—		—		1
Other non-current assets:
Money market funds - escrow account	2		—		—		2
User-held fractional shares	2,531		—		—		2,531
Total financial assets	$	2,578	$	500	$	—	$	3,078

Liabilities
Fractional shares repurchase obligations	2,531		—		—		2,531
Total financial liabilities	$	2,531	$	—	$	—	$	2,531

(1) As of March 31, 2025, $1 million of our U.S. Treasury securities are deposited with an exchange to enable the execution, clearing, and settlement of event contracts.

The fair value for certain financial instruments that are not required to be measured or reported at fair value was presented on our unaudited condensed consolidated balance sheets as follows:


	December 31, 2024
(in millions)	Level 1		Level 2		Level 3		Total
Assets
Held-to-maturity investments:
U.S. Treasury securities	$	338	$	—	$	—	$	338
Corporate debt securities	—		51		—		51
U.S. government agency securities	—		10		—		10
Total held-to-maturity investments	$	338	$	61	$	—	$	399


	March 31, 2025
(in millions)	Level 1		Level 2		Level 3		Total
Assets
Held-to-maturity investments:
U.S. Treasury securities	$	185	$	—	$	—	$	185
U.S. government agency securities	—		7		—		7
Total held-to-maturity investments	$	185	$	7	$	—	$	192

The fair values used for held-to-maturity investments are obtained from an independent pricing service and represent fair values determined by pricing models using a market approach that considers observable market data, such as interest rate volatility, relevant yield curves, credit spreads and prices from market makers and live trading systems. Management reviews the valuation methodology and

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quality controls utilized by the pricing services in management's overall assessment of the reasonableness of the fair values provided.

During the three months ended March 31, 2025, we did not have any transfers in or out of Level 3 assets or liabilities.

NOTE 8: INCOME TAXES


	Three Months Ended March 31,
(in millions, except percentages)	2024			2025
Income before income taxes	$	162		$	371
Provision for income taxes	5			35
Effective tax rate	3.0		%	9.4		%

Our tax provision for interim periods is determined using an estimated annual effective tax rate (“ETR”), adjusted for discrete items arising in the period. In each quarter, we update our estimated annual ETR and make a year-to-date calculation of the provision.

For the three months ended March 31, 2024, the ETR was lower than the U.S. federal statutory rate primarily due to the full valuation allowance on our U.S. federal and state deferred tax assets offset by current taxes payable. For the three months ended March 31, 2025, the ETR was lower than the U.S. federal statutory rate primarily due to excess tax benefits from SBC.

The realization of tax benefits of net deferred assets is dependent upon future levels of taxable income, of an appropriate character, in the periods the items are expected to be deductible or taxable. Based on the available objective evidence for the three months ended March 31, 2025, we believe it is more likely than not that the tax benefits of our California, certain other U.S. states and certain foreign net deferred tax assets may not be realized until sufficient positive evidence exists to support reversal of the valuation allowance.

Utilization of the net operating loss and credit carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and tax credits before utilization.

NOTE 9: SECURITIES BORROWING AND LENDING

Our securities lending transactions are subject to enforceable master netting arrangements with other broker-dealers; however, we do not net securities borrowing and lending transactions. Therefore, activity related to securities borrowing and lending activities are presented gross on our unaudited condensed consolidated balance sheets.

When we borrow securities from users participating in the Fully-Paid Securities Lending program or from third parties, we provide cash collateral to our users and third parties, which is recorded on our consolidated balance sheets as “securities borrowed”, an asset, representing our rights to the return of that collateral. When we lend securities to third parties, we receive cash as collateral, which is recorded on our consolidated balance sheets as “securities loaned”, a liability, representing our obligation to return the collateral.

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The following tables set forth certain balances related to our securities borrowing and lending activities as of December 31, 2024 and March 31, 2025:


	December 31,		March 31,
(in millions)	2024		2025
Assets	Securities borrowed
Gross amount of cash collateral provided to users for securities borrowing transactions	$	3,236	$	4,114
Gross amount offset on the consolidated balance sheets	—		—
Amounts of assets presented on the consolidated balance sheets	3,236		4,114
Gross amount not offset on the consolidated balance sheets:
Cash collateral provided to users and third parties for securities borrowing transactions	3,236		4,114
Fair value of securities borrowed from users and third parties	(3,118)		(3,995)
Net amount	$	118	$	119

Liabilities	Securities loaned
Gross amount of cash collateral received from counterparties for securities lending transactions	$	7,463	$	9,098
Gross amount offset on the consolidated balance sheets	—		—
Amounts of liabilities presented on the consolidated balance sheets	7,463		9,098
Gross amount not offset on the consolidated balance sheets:
Cash collateral received from counterparties for securities lending transactions	7,463		9,098
Fair value of securities pledged to counterparties	(6,887)		(8,523)
Net amount	$	576	$	575

We obtain securities on terms that permit us to pledge and/or transfer securities to others. As of December 31, 2024 and March 31, 2025, we were permitted to re-pledge securities with a fair value of $11.04 billion and $12.34 billion under margin account agreements with users. As of December 31, 2024, we were permitted to re-pledge securities with a fair value of an immaterial balance that we borrowed under the master securities loan agreements (“MSLAs”) with third parties. As of March 31, 2025, there were no securities re-pledged from borrowing under MSLAs with third parties. Under the Fully-Paid Securities Lending program, as of December 31, 2024 and March 31, 2025, we were permitted to borrow securities with a fair value of $38.70 billion and $40.28 billion including securities with a fair value of $3.12 billion and $3.99 billion that we had borrowed from users.

As of December 31, 2024 and March 31, 2025, we had re-pledged securities with a fair value of $6.89 billion and $8.52 billion, in each case under MSLAs and fixed-term securities lending agreements with third parties. In addition, as of December 31, 2024 and March 31, 2025, we had re-pledged $1.60 billion and $1.56 billion of the permitted amounts under the margin account agreements with clearing organizations to meet deposit requirements.

NOTE 10: FINANCING ACTIVITIES AND OFF-BALANCE SHEET RISK

Revolving Credit Facilities

RHM March 2025 Credit Agreement

On March 21, 2025, RHM entered into the Third Amended and Restated Credit Agreement with a syndicate of banks (the “RHM March 2025 Credit Agreement”) amending and restating the unsecured

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revolving line of credit entered into in March 2024 (refer to Note 12 - Financing Activities and Off-Balance Sheet Risk, of the 2024 Form 10-K for more information). The RHM March 2025 Credit Agreement has an initial commitment of $1 billion with a maturity date of March 21, 2028. Under circumstances described in the RHM March 2025 Credit Agreement, the aggregate commitments may be increased by up to $250 million, for a total commitment of up to $1.250 billion. Borrowings under the RHM March 2025 Credit Agreement will bear interest at a rate per annum equal to the Alternate Base Rate or Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin rate of 1.50%. For purposes of the RHM March 2025 Credit Agreement, the Alternate Base Rate is the greatest of (i) the prime rate then in effect, (ii) the Federal Reserve Bank of New York rate then in effect plus 0.5% and (iii) the Adjusted Term SOFR for a one month interest period plus 1.0%. The Adjusted Term SOFR Rate is equal to the Term SOFR, published by the Term SOFR Administrator, plus the Term SOFR Adjustment. The Term SOFR Adjustment is 0.10%. If the Adjusted Term SOFR Rate is less than the floor of 0%, such rate shall be deemed to be equal to the floor. RHM is obligated to pay a commitment fee calculated at a per annum rate equal to 0.25% on any unused amount of the RHM March 2025 Credit Agreement.

Robinhood Securities, LLC (“RHS”) March 2025 Credit Agreement

On March 21, 2025, RHS, our wholly-owned subsidiary, entered into the Fourth Amended and Restated Credit Agreement (the “RHS March 2025 Credit Agreement”) among RHS, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, amending and restating the $2.25 billion 364-day senior secured revolving credit facility entered into in March 2024 (refer to Note 12 - Financing Activities and Off-Balance Sheet Risk, of the 2024 Form 10-K for more information).

The RHS March 2025 Credit Agreement provides for a 364-day senior secured revolving credit facility with a total commitment of $2.65 billion. Under circumstances described in the RHS March 2025 Credit Agreement, the aggregate commitments may be increased by up to $1.325 billion, for a total commitment of $3.975 billion. Borrowings under the credit facility must be specified to be Tranche A, Tranche B, Tranche C or a combination thereof, with each tranche being secured by different assets of RHS as set forth in the RHS March 2025 Credit Agreement. Borrowings under the RHS March 2025 Credit Agreement will bear interest at a rate per annum equal to the greatest of (i) Daily Simple SOFR (as defined in the RHS March 2025 Credit Agreement) plus 0.10% , (ii) the Federal Funds Effective Rate (as defined in the RHS March 2025 Credit Agreement) and (iii) the Overnight Bank Funding Rate (as defined in the RHS March 2025 Credit Agreement), in each case, as of the day the loan is initiated, plus an applicable margin rate. The applicable margin rate is 1.25% for Tranche A loans and 2.50% for Tranche B and Tranche C loans. Undrawn commitments will accrue commitment fees at a rate per annum equal to 0.50%.

The RHS March 2025 Credit Agreement requires RHS to maintain a minimum consolidated tangible net worth and a minimum excess net capital, and subjects RHS to a specified limit on minimum net capital to aggregate debit items. In addition, the RHS March 2025 Credit Agreement contains certain customary affirmative and negative covenants, including limitations with respect to debt, liens, fundamental changes, asset sales, restricted payments, investments and transactions with affiliates, subject to certain exceptions. Amounts due under the RHS March 2025 Credit Agreement may be accelerated upon an “event of default,” as defined in the RHS March 2025 Credit Agreement, such as failure to pay amounts owed thereunder when due, breach of a covenant, material inaccuracy of a representation, or occurrence of bankruptcy or insolvency, subject in some cases to cure periods.

As of December 31, 2024 and March 31, 2025, there were no borrowings outstanding and we were in compliance with all covenants, as applicable, under our revolving credit facilities.

Credit Card Funding Trust

Under terms of the Coastal Community Bank (“Coastal Bank”) Program Agreement (discussed below), Robinhood Credit Inc. (“Robinhood Credit”) has the ability to purchase credit card receivables originated and held for a period of time by Coastal Bank. Robinhood Credit continues to earn interest

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from customers and uses these purchased credit card receivables as collateral under a trust structure to access debt financing in the ordinary course of business. To help facilitate these transactions, we created a variable interest entity known as the Credit Card Funding Trust (the “Trust”).

We are the primary beneficiary of the Trust as, through our role as the servicer and administrator, we have the power to direct the activities that most significantly affect the Trust's economic performance and, due to owning all the equity interest in the Trust, have the right to receive benefits or the obligation to absorb losses. As such, we consolidate the Trust in the unaudited condensed consolidated financial statements. Substantially all of the Trust’s assets and liabilities are the purchased credit card receivables, included in receivables from users, net, and the outstanding borrowing, included in other current liabilities, on the unaudited condensed consolidated balance sheets.

Our exposure to losses in the Trust is limited to the carrying value of net assets held by the Trust, including expected credit losses related to the purchased credit card receivables (Refer to Note 6 - Allowance for Credit Losses). For the Trust, the creditors have no recourse to our general credit and the liabilities of the Trust can only be settled by the Trust’s assets. Additionally, the assets of the Trust can only be used to settle obligations of the Trust.

As of March 31, 2025, the Trust had two arrangements in place, one to borrow up to $200 million from Barclays Bank (“Barclays”) and one to borrow up to $200 million from Silicon Valley Bank (“SVB”), which was amended on March 17, 2025 to increase the borrowing capacity and extend the maturity date.

Under the Barclays arrangement, the Trust may borrow, repay, and re-borrow up to a committed amount of $200 million during the revolving period, which ends in November 2026. During this period, borrowings bear interest at Barclays’ commercial paper rate plus 1.75%. After the revolving period ends, the facility enters an amortization period during which no new borrowings are permitted, and the Trust repays the outstanding balance. The interest margin increases during this amortization phase.

Under the SVB arrangement, the Trust may borrow, repay, and re-borrow up to a committed amount of $200 million during the revolving period, which ends in April 2027. During this period, borrowings bear interest at SOFR plus 2.75% for amounts outstanding under $100 million, and SOFR plus 2.50% for amounts exceeding $100 million.

As of December 31, 2024 and March 31, 2025, the weighted average interest rate of the SVB and Barclays arrangements was 7.81% and 6.67%. As of December 31, 2024 and during the three months ended March 31, 2025, the Trust purchased $748 million and $549 million of credit card receivables. As of December 31, 2024 and March 31, 2025, the carrying value of purchased credit card receivables that had not been collected, net of provision for credit losses, was $179 million and $208 million, and the outstanding balance of borrowing principal and interest was $131 million and $156 million. For the three months ended March 31, 2024 and 2025, the related interest revenue and expense of the Trust were immaterial.

Off-Balance Sheet Risk

Coastal Bank Program Agreement

Under a program agreement between us and Coastal Bank (the “Program Agreement”) most recently amended in November 2023, Coastal Bank may fund up to $300 million of credit card receivables. Robinhood Credit pays Coastal Bank interest based on the average balance of advances during the month at the federal funds rate plus a margin of 3.75% on the first $150 million and 3.00% on such amounts in excess of $150 million.

The credit card receivables and the funding from Coastal Bank are off-balance sheet, considering Coastal Bank is the legal lender and originator, the party to which the customer has a creditor-borrower

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relationship, and the legal owner of the receivables. As of March 31, 2025, the off-balance sheet credit card receivables funded under the Program Agreement was $206 million.

Transaction Settlement

In the normal course of business, we engage in activities involving settlement and financing of securities transactions. User securities transactions are recorded on a settlement date basis. Effective May 2024, the settlement date for equities has been shortened from two business days after the trade date to one business day after the trade date, while the settlement date for options remains unchanged at one business day after the trade date. These activities may expose us to off-balance sheet risk in the event that the other party to the transaction is unable to fulfill its contractual obligations. In such events, we may be required to purchase financial instruments at prevailing market prices in order to fulfill our obligations.

Cryptocurrency Held in Custody on Behalf of Users

We hold cryptocurrencies in custody on behalf of our users totaling $35.2 billion and $27.4 billion at fair value at December 31, 2024 and March 31, 2025, and these assets were not recorded on our unaudited condensed consolidated balance sheets. The fair value was determined based on observed market pricing representing the last price executed for trades of each cryptocurrency at period ends. We also considered whether a liability representing anticipated losses from crypto assets which we hold in custody on behalf of users should be recognized and determined the likelihood of such losses was remote. As such, we did not record a liability at December 31, 2024 and March 31, 2025.

NOTE 11: COMMON STOCK AND STOCKHOLDERS' EQUITY

Preferred Stock

As of March 31, 2025, no terms of the preferred stock were designated and no shares of preferred stock were outstanding.

Common Stock

We have three authorized classes of common stock: Class A, Class B, and Class C. Holders of our Class A common stock are entitled to one vote per share on all matters to be voted upon by our stockholders, holders of our Class B common stock are entitled to 10 votes per share on all matters to be voted upon by our stockholders and, except as otherwise required by applicable law, holders of our Class C common stock are not entitled to vote on any matter to be voted upon by our stockholders. The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by our Amended and Restated Certificate of Incorporation (our “Charter”) or applicable law.

Warrants

As of March 31, 2025, we had outstanding warrants with a strike price of $26.60 that can be exercised to purchase 12.10 million shares of Class A common stock. The warrants expire on February 12, 2031 and can be exercised with cash or net shares settled at the holder’s option. As of March 31, 2025, 0.77 million warrants had been exercised via net settlement, resulting in 0.42 million shares of Class A common stock issued, and the maximum purchase amount of all remaining outstanding warrants was $322 million.

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Share Repurchase Program

On May 28, 2024, we announced that our board of directors approved a share repurchase program (the “Repurchase Program”) authorizing the Company to repurchase up to $1 billion of its outstanding Class A common stock. The timing and amount of repurchase transactions will be determined by us from time to time at our discretion based on our evaluation of market conditions, share price, and other factors. 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. All shares repurchased will be subsequently retired. During the three months ended March 31, 2025, we repurchased approximately 7.2 million shares of our Class A common stock for $322 million. On April 30, 2025, we announced that our board of directors has authorized an additional $500 million, bringing the Repurchase Program authorization to a total of $1.5 billion. While the Repurchase Program does not have an expiration date, we expect to execute over the next roughly two years with flexibility to accelerate if market conditions warrant.

Equity Incentive Plans

2021 Omnibus Incentive Plan

Our 2021 Omnibus Incentive Plan (the “2021 Plan”) became effective on July 27, 2021, and provides for the grant of share-based awards (such as options, including incentive stock options, non statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance units, and other equity-based awards) and cash-based awards.

As of March 31, 2025, an aggregate of 492 million shares had been authorized for issuance under our Amended and Restated 2013 Stock Plan, as amended, 2020 Equity Incentive Plan, as amended, and 2021 Plan, of which 156 million shares had been issued under the plans, 34 million shares were reserved for issuance upon the exercise or settlement of outstanding equity awards under the plans, and 302 million shares remained available for new grants under the 2021 Plan.

Time-Based RSUs

We grant RSUs that vest upon the satisfaction of a time-based service condition (“Time-Based RSUs”). The following table summarizes the activity for the three months ended March 31, 2025, which is the period we grant our company-wide annual refresh grants:


	Number of RSUs	Weighted- average grant date fair value
Unvested at December 31, 2024	18,233,088	$	15.20
Granted	5,045,743	45.54
Vested	(5,525,366)	17.02
Forfeited	(653,043)	16.44
Unvested at March 31, 2025	17,100,422	$	23.52

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Market-Based RSUs

In 2019 and 2021, we granted to our founders RSUs under which vesting is conditioned upon both the achievement of share price targets and the continued employment by each recipient over defined service periods (“Market-Based RSUs”).

The following table summarizes the activity for the three months ended March 31, 2025:


	Not Eligible to Vest(1)	Total Number of RSUs	Weighted- average grant date fair value
Unvested at December 31, 2024	11,065,463	11,065,463	$	26.04
Granted	—	—	—
Vested	—	—	—
Forfeited	—	—	—
Unvested at March 31, 2025	11,065,463	11,065,463	$	26.04

(1)Represents RSUs that have not yet become eligible to vest because share price targets have not yet been achieved.

Acquisition of TradePMR

In connection with the acquisition of TradePMR, we issued 2,049,711 unvested shares of Class A common stock, valued at approximately $100 million as of the closing date of the acquisition, that will vest over a four-year period post-acquisition, subject to the terms of a vesting agreement. These shares are not part of the equity incentive plans described above. Shares of unvested restricted stock have the same voting rights as all other Class A common stock and are considered to be issued and outstanding. The following table summarizes the activity for the three months ended March 31, 2025:

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	Number of RSUs	Weighted- average grant date fair value
Unvested at December 31, 2024	—	$	—
Issued	2,049,711	48.85
Vested	—	—
Forfeited	—	—
Unvested at March 31, 2025	2,049,711	$	48.85

Share-Based Compensation

The following table presents SBC on our unaudited condensed consolidated statements of operations for the periods indicated:


	Three Months Ended March 31,
(in millions)		2024		2025
Brokerage and transaction		$	2	$	2
Technology and development		44		44
Operations		2		1
Marketing		2		2
General and administrative		12		24
Total(1)		$	62	$	73

(1)For the three months ended March 31, 2024, SBC expense primarily consisted of $68 million related to Time-Based RSUs and a negative $9 million related to Market-Based RSUs as a result of a reversal of $11 million of previously recognized expense related to unvested awards that were forfeited upon the resignation of our co-founder and former Chief Creative Officer. For the three months ended March 31, 2025, SBC expense primarily consisted of $70 million related to Time-Based RSUs. All eligible to vest Market-Based RSUs have been fully expensed in 2024.

We capitalized SBC expense related to internally developed software of $5 million and $6 million during the three months ended March 31, 2024 and 2025.

As of March 31, 2025, there was $471 million of unrecognized SBC expense that is expected to be recognized over a weighted-average period of 1.24 years.

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NOTE 12: NET INCOME PER SHARE

The following table presents the calculation of basic and diluted earnings per share (“EPS”):


(in millions, except share and per share data)	Three Months Ended March 31,
2024					2025
	Class A		Class B			Class A		Class B
Basic EPS:
Numerator
Net income	$	134	$	23		$	291	$	45
Net income attributable to common stockholders	$	134	$	23		$	291	$	45
Denominator
Weighted-average common shares outstanding - basic	749,497,411		125,821,996			767,148,225		117,429,378
Basic EPS	$	0.18	$	0.18		$	0.38	$	0.38

Diluted EPS:
Numerator
Net income	$	134	$	23		$	291	$	45
Reallocation of net income as a result of conversion of Class B to Class A common stock	23		—			45		—
Reallocation of net income to Class B common stock	—		—			—		(1)
Net income for diluted EPS	$	157	$	23		$	336	$	44
Denominator
Weighted-average common shares outstanding - basic	749,497,411		125,821,996			767,148,225		117,429,378
Dilutive effect of stock options and unvested shares	20,459,748		—			24,664,016		—
Conversion of Class B to Class A common stock	125,821,996		—			117,429,378		—
Weighted-average common shares outstanding - diluted	895,779,155		125,821,996			909,241,619		117,429,378
Diluted EPS	$	0.18	$	0.18		$	0.37	$	0.37

The following potential common shares were excluded from the calculation of diluted EPS because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions that were not satisfied by the end of the period:


	Three Months Ended March 31,
	2024	2025
Market-Based RSUs	6,045,473	11,065,463
Time-Based RSUs	4,595,054	30,542
Stock options	2,602,524	—
Warrants	14,278,034	—
Total anti-dilutive securities	27,521,085	11,096,005

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NOTE 13: LEASES

Our operating leases are comprised of office facilities, and we do not have any finance leases. Lease assets and liabilities recognized on our unaudited condensed consolidated balance sheets were as follows:


		December 31,		March 31,
(in millions)	Classification	2024		2025
Lease right-of-use assets:
Operating lease assets	Other non-current assets	$	94	$	98

Lease liabilities:
Current operating lease liabilities	Other current liabilities	21		22
Non-current operating lease liabilities	Other non-current liabilities	110		113
Total lease liabilities		$	131	$	135

Cash flows related to leases were as follows:


	Three Months Ended March 31,
(in millions)	2024		2025
Operating cash flows:
Payments for operating lease liabilities	$	7	$	7
Supplemental cash flow data:
Lease liabilities arising from obtaining right-of-use assets	$	6	$	9

NOTE 14: COMMITMENTS & CONTINGENCIES

We are subject to contingencies arising in the ordinary course of our business, including contingencies related to legal, regulatory, non-income tax and other matters. We record an accrual for loss contingencies at management’s best estimate when we determine that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If the reasonable estimate is a range and no amount within that range is considered a better estimate than any other amount, an accrual is recorded based on the bottom amount of the range. If a loss is not probable, or a probable loss cannot be reasonably estimated, no accrual is recorded. Amounts accrued for contingencies in the aggregate were $128 million as of December 31, 2024 and $60 million as of March 31, 2025. In our opinion, an adequate accrual had been made as of each such date to provide for the probable losses of which we are aware and for which we can reasonably estimate an amount.

Legal and Regulatory Matters

The securities industry, and many other industries in which we operate, are highly regulated and many aspects of our business involve substantial risk of liability. In past years, there has been an increase in litigation and regulatory investigations involving the brokerage, advisory, cryptocurrency, derivatives, and credit card industries. Litigation has included and may in the future include class action suits that generally seek substantial and, in some cases, punitive damages. Federal and state regulators, exchanges, other SROs, or international regulators investigate issues related to regulatory compliance

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that may result in enforcement action. We are also subject to periodic regulatory audits and inspections that have in the past and could in the future lead to enforcement investigations or actions.

We have been named as a defendant in lawsuits and from time to time we have been threatened with, or named as a defendant in arbitrations and administrative proceedings. The outcomes of these matters are inherently uncertain and some may result in adverse judgments or awards, including penalties, injunctions, or other relief, and we may also determine to settle a matter because of the uncertainty and risks of litigation.

With respect to matters discussed below, we believe, based on current knowledge, that any losses (in excess of amounts accrued, if applicable) as of March 31, 2025 that are reasonably possible and can be reasonably estimated will not, in the aggregate, have a material adverse effect on our business, financial position, operating results, or cash flows. However, for many of the matters disclosed below, particularly those in early stages, we cannot reasonably estimate the reasonably possible loss (or range of loss), if any. In addition, the ultimate outcome of legal proceedings involves judgments and inherent uncertainties and cannot be predicted with certainty. Any judgment entered against us, or any adverse settlement, could materially and adversely impact our business, financial condition, operating results, and cash flows. We might also incur substantial legal fees, which are expensed as incurred, in defending against legal and regulatory claims.

Described below are certain pending matters in which there is at least a reasonable possibility that a material loss could be incurred. We intend to continue to defend these matters vigorously.

Best Execution, Payment for Order Flow, and Sources of Revenue Civil Litigation

Beginning in December 2020, multiple putative securities fraud class action lawsuits were filed against RHM, Robinhood Financial LLC (“RHF”), and RHS. Five cases were consolidated in the United States District Court for the Northern District of California. An amended consolidated complaint was filed in May 2021, alleging violations of Section 10(b) of the Exchange Act and various state law causes of action based on claims that we violated the duty of best execution and misled putative class members by publishing misleading statements and omissions in customer communications relating to the execution of trades and revenue sources (including PFOF). Plaintiffs seek unspecified monetary damages, restitution, disgorgement, and other relief. In February 2022, the court granted Robinhood’s motion to dismiss the amended consolidated complaint without prejudice. In March 2022, plaintiffs filed a second consolidated amended complaint, alleging only violations of Section 10(b) of the Exchange Act, which Robinhood moved to dismiss. In October 2022, the court granted Robinhood’s motion in part and denied it in part. In November 2022, Robinhood filed a motion for judgment on the pleadings, which the court denied in January 2023. In March 2024, Plaintiffs filed a motion for class certification, which Robinhood opposed. In October 2024, the court denied class certification without prejudice. Plaintiffs filed a renewed motion for class certification in January 2025, which Robinhood is opposing.

State Regulatory Matters

The New York Attorney General is conducting an investigation into brokerage execution quality and collaring the prices of certain trade orders. The Massachusetts Securities Division (“MSD”) is examining RHF’s customer complaint supervision, the disruptions experienced by Blue Oceans ATS, LLC (“BOATS”) during the Robinhood 24 Hour Market overnight trading session on August 4-5, 2024, and the offerings of presidential election and sports event contracts. We are cooperating with these investigations.

SEC Settlement

On January 13, 2025, RHF and RHS resolved the SEC’s investigations concerning Regulation SHO, Electronic Blue Sheets (“EBS”) requests, account takeovers, anti-money laundering compliance and cybersecurity issues, including 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

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to certain customer support systems (the “November 2021 Data Security Incident”), and various brokerage recordkeeping issues, including off-channel communications (together, the “January 2025 SEC Settlement”). RHF and RHS paid penalties totaling $45 million for these violations, were censured, and agreed to certain undertakings. The settlement related to (i) RHS’s failures to comply with various provisions of Regulation SHO in connection with its stock lending and fractional trading programs from May 2019 until March 2020 and December 2019 until December 2023, respectively; (ii) RHS’s failures to submit complete and accurate EBS data in response to SEC staff EBS requests from at least October 2018 through April 2024; (iii) RHF and RHS’s untimely filing of suspicious activity reports (“SARs”) from January 2020 through March 2022; (iv) RHF and RHS’s failure to implement adequate policies and procedures designed to detect, prevent, and mitigate identity theft in connection with customer accounts from April 2019 through June 2022 in violation of Regulation S-ID; (v) RHF and RHS’s failure to adequately address known risks posed by a vulnerability related to remote access to our systems from at least June 28, 2021 through November 3, 2021 in violation of Regulation S-P; and (vi) RHF and RHS’s failures to maintain and preserve (a) off-channel brokerage communications sent or received by employees from at least 2019 through 2022, (b) core operational databases in a manner required by regulation or for the required length of time between December 2020 and December 2023, and (c) certain customer communications between 2020 and March 2021 due to our third-party archiving vendor’s ingestion limits being exceeded.

Financial Industry Regulatory Authority (“FINRA”) Settlement

On March 6, 2025, RHF and RHS resolved FINRA Enforcement and Examination staff’s investigations and examinations concerning RHS’s reporting of fractional share trades, as applicable, to FINRA, FINRA Trade Reporting Facilities (“TRF”), and Consolidated Audit Trail (“CAT”), reporting of accounts holding significant options positions to the Large Option Position Report system, processing of certain requests for transfers of assets from Robinhood through the Automated Customer Account Transfer Service (“ACATS”), responses to EBS requests from FINRA, compliance with FINRA Rules 6190, 5260, and 6121, and short interest reporting; RHF’s marketing involving social media influencers and affiliates, collaring the prices of certain trade orders, compliance with regulations governing the delivery of required documents, origin code reporting for professional customers, and Customer Identification Program (“CIP”); RHF and RHS’s compliance with FINRA registration requirements for member personnel; the Early 2021 Trading Restrictions (as defined below); employee trading issues as described more fully below; account takeovers (i.e., circumstances under which an unauthorized actor successfully logs into a customer account); and anti-money laundering (“AML”) compliance and cybersecurity issues (together, the “March 2025 FINRA Settlement”). RHF and RHS paid a penalty totaling $26 million to resolve these investigations, plus restitution of approximately $3.76 million plus interest to certain customers identified by FINRA. RHF and RHS also agreed to certain undertakings.

Brokerage Enforcement Matters

FINRA Enforcement and Examination staff are conducting investigations related to, among other things, the delays in notification from third parties and process failures within our brokerage systems and operations in connection with the handling of a 1-for-25 reverse stock split transaction of Cosmo Health, Inc, in December 2022; RHS’s and RHF’s compliance with best execution obligations; matters related to RHS’s and RHF’s supervision of technology; and the disruptions experienced by BOATS during the Robinhood 24 Hour Market overnight trading session on August 4-5, 2024. In December 2024, January 2025, and March 2025, FINRA advised us in writing that it had closed the previously disclosed examinations and investigations into compliance with Rule 3210, Regulation SHO, recordkeeping (including off-channel communications), and customer complaint supervision and restriction issues.

The FDIC is investigating issues related to compliance with the Electronic Funds Transfer Act (“EFTA”). On January 13, 2025, the SEC advised us in writing that it had closed the previously disclosed investigation into the broker-dealers’ compliance with the EFTA.

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Robinhood Crypto Matters

Robinhood Crypto, LLC (“RHC”) received investigative subpoenas from the SEC regarding, among other topics, RHC’s cryptocurrency listings, custody of cryptocurrencies, and platform operations. On May 4, 2024, RHC received a “Wells Notice” (the “May 2024 Wells Notice”) from the Staff of the SEC (the “SEC Staff”) stating that the SEC Staff has advised RHC that it made a “preliminary determination” to recommend that the SEC file an enforcement action against RHC alleging violations of Sections 15(a) and 17A of the Exchange Act. On February 21, 2025, SEC Enforcement advised us in writing that it had closed its investigation.

Early 2021 Trading Restrictions Matters

Beginning on January 28, 2021, due to increased deposit requirements imposed on RHS by the National Securities Clearing Corporation (“NSCC”) in response to unprecedented market volatility, particularly in certain securities, RHS temporarily restricted or limited its customers’ purchase of certain securities, including GameStop Corp. and AMC Entertainment Holdings, Inc., on our U.S. trading platform (the “Early 2021 Trading Restrictions”).

A number of individual and putative class actions related to the Early 2021 Trading Restrictions were filed against RHM, RHF, and RHS, among others, in various federal and state courts. In April 2021, the Judicial Panel on Multidistrict Litigation entered an order centralizing the federal cases identified in a motion to transfer and coordinate or consolidate the actions filed in connection with the Early 2021 Trading Restrictions in the United States District Court for the Southern District of Florida. The court subsequently divided plaintiffs’ claims against Robinhood into three tranches: federal antitrust claims, federal securities law claims, and state law claims. In July 2021, plaintiffs filed consolidated complaints seeking unspecified monetary damages in connection with the federal antitrust and state law tranches. The federal antitrust complaint asserted one violation of Section 1 of the Sherman Act; the state law complaint asserted negligence and breach of fiduciary duty claims. In August 2021, we moved to dismiss both of these complaints.

In January 2022, the court dismissed the state law claims with prejudice. In August 2023, the United States Court of Appeals for the Eleventh Circuit affirmed the district court’s order.

In May 2022, the court dismissed the federal antitrust claims with prejudice. In June 2024, the United States Court of Appeals for the Eleventh Circuit affirmed the district court’s order.

In November 2021, plaintiffs for the federal securities tranche filed a complaint alleging violations of Sections 9(a) and 10(b) of the Exchange Act. The complaint seeks unspecified monetary damages, costs and expenses, and other relief. In January 2022, we moved to dismiss the federal securities law complaint. In August 2022, the court granted in part and denied in part Robinhood’s motion to dismiss. In November 2023, the court denied Plaintiffs’ motion for class certification without prejudice. In April 2024, the court denied Plaintiffs’ motion for leave to file a renewed motion for class certification. On May 28, 2024, Robinhood notified the court that it had reached a settlement in principle with the Plaintiffs in their individual capacities. Robinhood subsequently notified the court that one of these Plaintiffs was unwilling to sign the settlement agreement and requested additional time to negotiate with that individual. On August 14, 2024, the court dismissed the lead and named Plaintiffs’ claims. Robinhood has reached settlements with a number of remaining individual plaintiffs and continues to negotiate with others. Robinhood’s motion to compel arbitration for the remaining Robinhood customer plaintiffs has been granted.

RHM, RHF, RHS, and our Co-Founder and Chief Executive Officer (“CEO”), Vladimir Tenev, among others, have received requests for information, and in some cases, subpoenas and requests for testimony, related to investigations and examinations of the Early 2021 Trading Restrictions from the United States Attorney’s Office for the Northern District of California (“USAO”), the U.S. Department of Justice ("DOJ”), Antitrust Division, the SEC’s Division of Enforcement, FINRA, the New York Attorney

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General’s Office, other state attorneys general offices, and a number of state securities regulators. Also, a related search warrant was executed by the USAO to obtain Mr. Tenev's cell phone. There have been several inquiries based on specific customer complaints. On January 10, 2025, SEC Enforcement advised us in writing that it had closed its investigation into the Early 2021 Trading Restrictions and any contemporaneous employee trading issues. On March 6, 2025, as described more fully above, we resolved FINRA’s investigations into these matters as part of the March 2025 FINRA Settlement.

IPO Litigation

In December 2021, Philip Golubowski filed a putative class action in the U.S. District Court for the Northern District of California against RHM, the officers and directors who signed Robinhood’s initial public offering (“IPO”) offering documents, and Robinhood’s IPO underwriters. Plaintiff’s claims are based on alleged false or misleading statements in Robinhood’s IPO offering documents allegedly in violation of Sections 11 and 12(a) of the Securities Act of 1933, as amended (the “Securities Act”). Plaintiff seeks unspecified compensatory damages, rescission of shareholders’ share purchases, and an award for attorneys’ fees and costs. In February 2022, certain alleged Robinhood stockholders submitted applications seeking appointment by the court to be the lead plaintiff to represent the putative class in this matter, and in March 2022, the court appointed lead plaintiffs. In June 2022, plaintiffs filed an amended complaint. In August 2022, Robinhood filed a motion to dismiss the complaint. In February 2023, the court granted Robinhood’s motion without prejudice. In March 2023, plaintiffs filed a second amended complaint. In January 2024, the court granted Robinhood’s motion to dismiss the second amended complaint without leave to amend. In February 2024, plaintiffs filed a notice of appeal to the 9th Circuit and the appeal is currently pending.

In January 2022, Robert Zito filed a complaint derivatively on behalf of Robinhood against Robinhood’s directors at the time of its IPO in the U.S. District Court for the District of Delaware. Plaintiff alleges breach of fiduciary duties, waste of corporate assets, unjust enrichment, and violations of Section 10(b) of the Exchange Act. Plaintiff’s claims are based on allegations of false or misleading statements in Robinhood’s IPO offering documents, and plaintiff seeks an award of unspecified damages and restitution to the Company, injunctive relief, and an award for attorney’s fees and costs. In March 2022, the district court entered a stay of this litigation pending resolution of Robinhood’s motion to dismiss in the Golubowski securities action discussed above.

In August 2022, a shareholder sent a letter to the RHM board of directors demanding, among other things, that the board of directors pursue causes of action on behalf of the Company related to allegations of misconduct in connection with the Early 2021 Trading Restrictions, Robinhood’s IPO offering documents, and the November 2021 Data Security Incident. The board of directors has formed a Demand Review Committee that is reviewing the demand.

Pay Transparency Litigation

In July 2024, RHM, Robinhood Money, LLC, and RHC were sued in a putative class action captioned John Milito v. Robinhood Markets, Inc. et. al., alleging that Robinhood violated Washington’s Equal Pay and Opportunity Act, because some of the Company’s job postings allegedly failed to include a wage scale or salary range. The complaint seeks unspecified total statutory damages, attorneys’ fees and costs, injunctive relief, and declaratory relief. The case is currently stayed in the Superior Court in King County in Washington pending a certified question to the Washington Supreme Court.

Cash Sweep Litigation

In October 2024, RHM, RHF, and RHS were sued in a putative class action captioned Dey v. Robinhood Markets, Inc. et. al., in the U.S. District Court for the Northern District of California. Plaintiff asserts breach of fiduciary duty, gross negligence, negligent misrepresentation and omissions, breach of implied covenant of good faith and dealing, and violation of California’s unfair competition law based on allegations that defendants failed to pay a reasonable rate of interest to non-Robinhood Gold brokerage

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account holders on cash balances swept to program bank deposit programs. The complaint seeks, among other things, certification of the class, unspecified monetary, punitive, treble, and statutory damages, restitution, disgorgement, attorneys’ fees and costs, injunctive relief, and declaratory relief. In January 2025, Robinhood filed a motion to dismiss. On April 28, 2025, the court granted in part and denied in part Robinhood’s motion to dismiss.

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Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS