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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, 2026


☐			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 23, 2026, the numbers of shares of the issuer’s Class A and Class B common stock outstanding were 791,184,698 and 109,320,359.

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION		PAGE
ITEM 1.	Unaudited Financial Statements
	Condensed Consolidated Balance Sheets	10
	Condensed Consolidated Statements of Operations	11
	Condensed Consolidated Statements of Comprehensive Income	12
	Condensed Consolidated Statements of Cash Flows	13
	Condensed Consolidated Statements of Stockholders’ Equity	15
	Notes to Unaudited Condensed Consolidated Financial Statements
	Note 1 - Description of Business and Summary of Significant Accounting Policies	16
	Note 2 - Recent Accounting Pronouncements	18
	Note 3 - Business Combinations	18
	Note 4 - Goodwill and Intangible Assets	22
	Note 5 - Revenues	23
	Note 6 - Allowance for Credit Losses	25
	Note 7 - Investments and Fair Value Measurement	27
	Note 8 - Income Taxes	29
	Note 9 - Securities Borrowing and Lending	29
	Note 10 - Financing Activities and Off-Balance Sheet Risk	30
	Note 11 - Common Stock and Stockholders ’ Equity	34
	Note 12 - Net Income per Share	37
	Note 13 - Leases	38
	Note 14 - Commitments & Contingencies	38
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	58
ITEM 4.	Controls and Procedures	60

PART II - OTHER INFORMATION
ITEM 1.	Legal Proceedings	61
ITEM 1A.	Risk Factors	62
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	129
ITEM 3.	Defaults Upon Senior Securities	131
ITEM 4.	Mine Safety Disclosures	131
ITEM 5.	Other Information	131
ITEM 6.	Exhibit Index	132
	Signatures	134

Glossary of Terms

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


Abbreviation and Meaning
1940 Act	Investment Company Act of 1940, as amended	Equity Exchange Rights	A right (but not an obligation) each of our founders has to require us to exchange, for shares of Class B common stock, any shares of Class A common stock received by them upon the vesting and settlement of pre-IPO RSUs, pursuant to the equity exchange right agreements entered into between us and each of our founders in connection with our IPO
2013 Plan	Amended and Restated 2013 Stock Plan, as amended	ERM	Enterprise Risk Management
2020 Plan	2020 Equity Incentive Plan, as amended	ESPP	Employee Share Purchase Plan
2021 Plan	2021 Omnibus Incentive Plan	ETPs	Exchange Traded Products
Adjusted EBITDA	Adjusted earnings before interest, taxes, depreciation, and amortization	ETR	Effective tax rate
Advisers Act	Investment Advisers Act of 1940	EU	The European Union
AI	Artificial Intelligence	Exchange Act	Securities Exchange Act of 1934, as amended
AML	Anti-money Laundering	FASB	Financial Accounting Standards Board
ASC	Accounting Standards Codification	FCA	Financial Conduct Authority
Barclays	Barclays Bank PLC	FCM	Futures Commission Merchant
Binance	Binance Holdings Ltd., and its affiliated U.S. entity, among others	FCPA	Foreign Corrupt Practices Act
Bitstamp	Bitstamp Ltd.	FDIC	Federal Deposit Insurance Corporation
BOATS	Blue Oceans ATS, LLC	Final Rules	Final rules under SEC Release No. 34-99678 and No. 33-11275, “The Enhancement and Standardization of Climate-Related Disclosures for Investors”
BSV	Bitcoin SV	FinCEN	Financial Crimes Enforcement Network
Bylaws	Amended and Restated Bylaws	FINRA	Financial Industry Regulatory Authority
C$	Canadian dollars	Fixed-Term Securities Lending Agreements	Fixed-term securities lending agreements with two financial institution counterparties, as described below
CAGO	California Attorney General’s Office	Founder Affiliates	Founders related entities
CAT	Consolidated Audit Trail	Founders’ Voting Agreement	Voting Agreement, dated July 26, 2021, among RHM, Baiju Bhatt, Vladimir Tenev, and certain related entities
CEA	U.S. Commodity Exchange Act	Fourth parties	Third parties’ common suppliers or vendors
CEO	Chief Executive Officer	Futures	Futures contracts, which includes options on futures and swaps, including event contracts
CFPB	Consumer Financial Protection Bureau	GAAP	Generally accepted accounting principles in the United States
CFTC	Commodity Futures Trading Commission	GENIUS Act	Guiding and Establishing National Innovation for U.S. Stablecoins Act
Charter	Amended and Restated Certificate of Incorporation	GHG	Greenhouse gas
CIP	Customer identification program	Goldman Sachs	Goldman Sachs USA
Circle	Circle Internet Financial, LLC	IPO	Initial public offering
CLARITY Act	Digital Asset Market Clarity Act of 2025	IRA	Individual Retirement Account
Coastal Bank	Coastal Community Bank	ISOs	Incentive stock options
Code	Internal Revenue Code of 1986, as amended	Kraken	Payward, Inc. and Payward Ventures Inc.
Coinbase	Coinbase Global, Inc., and Coinbase, Inc.	Market-Based RSUs	RSUs that vest upon the satisfaction of all the following conditions: time-based service conditions, performance-based conditions, and market-based conditions
Crypto Listing Frameworks	Our internal policies and procedures with respect to the listing of cryptocurrencies on our platforms	Market Makers	Non-exchange liquidity providers
Crypto Transfers	Cryptocurrency transfers	MAS	Monetary Authority of Singapore
DFAL	Digital Financial Assets Law	MIAXdx	MIAX Derivatives Exchange
DOJ	U.S. Department of Justice	MiCA	Markets in Crypto-Assets Regulation
EBS	Electronic Blue Sheets	MiFID	Markets in Financial Instruments Directive II
EEA	European Economic Area	Mizuho	Mizuho Bank, Ltd
EFTA	Electronic Funds Transfer Act	MSD	Massachusetts Securities Division
EPS	Earnings (loss) per share	MSLA	Master securities loan agreement


NASAA	North American Securities Association	Rothera E&C	Rothera Exchange and Clearing LLC (formerly LedgerX LLC, doing business as MIAXdx)
Net Capital Rule	Rule 15c3-1 under the Securities Exchange Act of 1934, as amended	RSAs	Restricted stock awards
NFA	National Futures Association	RSUs	Restricted stock units
NMS	National market system	RVI	Robinhood Ventures Fund I
NOLs	Net operating loss carryforwards	Safety Committee	Safety, Risk and Regulatory Committee of the board of directors
NSCC	National Securities Clearing Corporation	SAR	Suspicious activity reporting
NSOs	Non-statutory stock options	SARs	Stock appreciation rights
NYDFS	New York State Department of Financial Services	SBC	Share-based compensation
OECD	Organization for Economic Cooperation and Development	SEC	U.S. Securities and Exchange Commission
OFAC	U.S. Department of the Treasury’s Office of Foreign Assets Controls	SEC Staff	The Staff of the SEC
PFOF	Payment for order flow	Securities Act	Securities Act of 1933, as amended
Prior Repurchase Program	Prior share repurchase authorizations previously approved by the Board	Sherwood Media	Sherwood Media, LLC
Product-market fit	The need to adapt, localize, and position our products for specific countries	SIG	Susquehanna International Group
RAM	Robinhood Asset Management, LLC	SIPC	Securities Investor Protection Corporation
Repurchase Program	Share repurchase program	SOFR	Secured Overnight Financing Rate
RFIA	Responsible Financial Innovation Act of 2025	SPV	Special purpose vehicle
RHC	Robinhood Crypto, LLC	SROs	Self-Regulatory Organizations
RHD	Robinhood Derivatives, LLC	Sutton	Sutton Bank
RHEU	Robinhood Europe, UAB	SVB	Silicon Valley Bank
RHF	Robinhood Financial LLC	Tick Size and Access Fee Cap Rules	Rules related to order tick size and access fee caps adopted by the SEC in September 2024
RHM March 2026 Credit Agreement	Third Amended and Restated Credit Agreement, dated as of March 21, 2025, among RHM, as borrower, and a syndicate of banks, as amended by the Second Amendment, dated as of March 9, 2026	Time-Based RSUs	Time-based RSUs that vest upon the satisfaction of a time-based service condition
RHS	Robinhood Securities, LLC	TradePMR	Trade-PMR, Inc.
RHS March 2026 Credit Agreement	Fifth Amended and Restated Credit Agreement, dated as of March 20, 2026, among RHS, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent	TRF	Trade Reporting Facilities
RHUK	Robinhood U.K. Ltd	Trust	Credit Card Funding Trust
RHV	Robinhood Ventures DE, LLC	U.K.	United Kingdom
RHY	Robinhood Money, LLC	USAO	The United States Attorney’s Office for the Northern District of California
RIAs	Registered Investment Advisors	USA Patriot Act	Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
RITA	Residual Interest Targeted Amount	USDC	US Dollar Coin, issued by Circle Internet Group, Inc
Robinhood Credit	Robinhood Credit, Inc.	VIE	Variable interest entity
Rothera	Rothera LLC	WF	Wells Fargo Bank


Key Performance Metrics Terms
We use the following key performance metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions.
ARPU			Average Revenue Per User We define ARPU as total revenue for a given period divided by the average number of Funded Customers on the last day of that period and the last day of the immediately preceding period.
Funded Customers			We define a Funded Customer as a unique person who has at least one account with a Robinhood entity and, within the past 45 calendar days (a) had an account balance that was greater than zero (excluding amounts that are deposited into a Funded Customer account by the Company with no action taken by the unique person) or (b) completed a transaction using any such account. Individuals who share a funded joint investing account (which launched in July 2024) are each considered to be a Funded Customer. Starting in June 2025, customers of Bitstamp are also considered Funded Customers.
Net Deposits			We define Net Deposits as all cash deposits and asset transfers from customers, as well as dividends, interest, staking rewards, and cash or assets earned in connection with Company promotions (such as account transfer and retirement match incentives, free stock bonuses) received by customers, net of reversals, customer cash withdrawals, margin and lending interest, Robinhood Gold subscription fees, and assets transferred off of our platforms for a stated period. Starting in June 2025, Net Deposits include results from Bitstamp. As previously disclosed, due to data limitations we did not include TradePMR client figures in our Net Deposits key performance metric prior to March 2026. Starting in March 2026, Net Deposits include results from TradePMR.
Total Platform Assets			We define Total Platform Assets as the sum of the fair value of all equities, options, cryptocurrency, futures (including options on futures and swaps, including event contracts), cash held by users in their accounts, net of receivables from users (previously reported as Assets Under Custody), and any such assets managed by RIAs using TradePMR’s platform that are not custodied by Robinhood, as of a stated date or period end on a trade date basis. Net Deposits and net market gains (losses) drive the change in Total Platform Assets in any given period. Starting in June 2025, the fair value of all cryptocurrency includes cryptocurrency on Bitstamp. Total Platform Assets also include cryptocurrency lent through platform-enabled lending programs, where customers may recall such assets at any time through the platform.
Robinhood Gold Subscribers			We define a Robinhood Gold Subscriber as a unique person who has at least one account with a Robinhood entity and who, as of the end of the relevant period (a) is subscribed to Robinhood Gold and (b) has made at least one Robinhood Gold subscription fee payment.


Other Glossary Terms
ACATS			Automated Customer Account Transfer Service A system that automates and standardizes procedures for the transfer of assets in a customer account from one brokerage firm and/or bank to another.
Cash Sweep			We define Cash Sweep as the period-end total amount of participating users’ uninvested brokerage and banking cash that has been automatically “swept” or moved from their accounts into deposits for their benefit at a network of program banks. This is an off-balance-sheet amount. Robinhood earns a net interest spread on Cash Sweep balances based on the interest rate offered by the banks less the interest rate given to users as stated in our program terms. This includes balances from customers of RIAs using TradePMR’s platform. In February 2026, we updated our brokerage High-Yield Cash program to fund growth in margin lending, resulting in over $6 billion of Cash Sweep balances moving to Cash and Deposits in the form of customer free credit balances.
Churned Customers			A Funded Customer is considered “Churned” if it was ever a New Funded Customer whose account balance (measured as the fair value of assets in the account less any amount due from the user and excluding amounts that are deposited into a Funded Customer account by the Company with no action taken by the unique person) drops to or below zero and has not completed a transaction using any account with a Robinhood entity for at least 45 consecutive calendar days. Negative balances typically result from Fraudulent Deposit Transactions (which occur when users initiate deposits into their accounts, make trades on our platforms using a short-term extension of credit from us, and then repatriate or reverse the deposits, resulting in a loss to us of the credited amount) and unauthorized debit card use, and less often, from margin loans.
Growth Rate and Annualized Growth Rate with respect to Net Deposits			Growth rate is calculated as aggregate Net Deposits over a specified 12 month period, divided by Total Platform Assets for the fiscal quarter that immediately precedes such 12 month period. Annualized growth rate is calculated as Net Deposits for a specified quarter multiplied by 4 and divided by Total Platform Assets for the immediately preceding quarter.
Investment Accounts			We define an Investment Account as a funded individual brokerage account, a funded joint investing account, a funded IRA, or an account with an RIA using TradePMR’s platform. Starting in September 2025, a Funded Customer can have multiple Investment Accounts - one or more individual brokerage accounts, a joint investing account, a traditional IRA, a Roth IRA, and/or an RIA custody account using TradePMR’s platform. Investment Accounts do not include Bitstamp as such accounts are not brokerage or other Investment Accounts.
Margin Book			We define Margin Book as our period-end aggregate outstanding margin loan balances receivable (i.e., the period-end total amount we are owed by customers on loans made for the purchase of securities, supported by a pledge of assets in their margin-enabled brokerage accounts). This includes margin loan balances from customers of RIAs using TradePMR’s platform.
New Funded Customers			We define a New Funded Customer as a unique person who became a Funded Customer for the first time during the relevant period.
Notional Trading Volume			We define Notional Trading Volume, or Notional Volume, for any specified asset class as the aggregate dollar value (purchase price or sale price as applicable) of trades executed in that asset class on our platforms over a specified period of time. Crypto Notional Volume includes both Robinhood App Notional Volume and, starting in June 2025, Bitstamp Notional Volume. Robinhood App Notional Volume represents the dollar value of executed crypto trades on the Robinhood platform over a specified period of time. Bitstamp Notional Volume represents the dollar value of executed crypto trades on the Bitstamp platform over a specified period of time. For example, each $1 of transaction value executed between a buyer and seller is counted as $1 of transaction value in the relevant period, rather than $2 if counted for each of the buyer and seller.
Options Contracts Traded			We define Options Contracts Traded as the total number of options contracts bought or sold over a specified period of time. Each contract generally entitles the holder to trade 100 shares of the underlying stock.
Resurrected Customers			A Funded Customer is considered “Resurrected” in a stated period if it was a Churned Customer as of the end of the immediately preceding period and its balance (excluding amounts that are deposited into a Funded Customer account by the Company with no action taken by the unique person) rises above zero or it completes a transaction using its account.

Supported Cryptocurrencies

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


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

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

CAUTIONARY NOTE REGARDING FORWARD‑LOOKING STATEMENTS

This 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 plans to accelerate delivery of futures and derivative product offerings, including prediction markets;
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 that further expand access to the financial system;
our expectations regarding legislative developments and their impact on us, including with respect to the CLARITY Act, and the Guiding and GENIUS Act;
our expectation that management will exclude Bitstamp from its assessment of internal control over financial reporting for 2025;
our expectations about adapting our product and service offerings to reflect local regulatory requirements, customer preferences, and other location-specific factors when pursuing such expansion;
the Repurchase Program and our current expectations with respect to timing;
our belief that, based on our current level of operations, our primary sources of liquidity will be adequate to meet our current liquidity needs for the next 12 months; and
our expectations regarding RVI and the Funds (as defined below), including that RHV expects to serve as investment adviser to additional investment vehicles registered under the 1940 Act in the future and that we expect to continue making balance sheet investments to provide seed or other capital to certain Funds during their early fundraising stages;
our expectations regarding applying for a license under the DFAL in connection with our cryptocurrency trading operations in California.

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

Because some of these risks and uncertainties cannot be predicted or quantified and some are beyond our control, you should not rely on our forward-looking statements as predictions of future events. More information about potential risks and uncertainties that could affect our business and financial results is included in the section of this Quarterly Report titled “Risk Factors” and our other filings with the SEC, all of which are available on the SEC’s web site at www.sec.gov. Moreover, we operate in a very competitive and rapidly changing environment; new risks and uncertainties may emerge from time to time and it is not possible for us to predict all risks nor identify all uncertainties. The events and circumstances reflected in our forward-looking statements might not be achieved and actual results could differ materially from those projected in the forward-looking statements. Except as otherwise noted, all forward-looking statements are made as of the date we file this 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)	2025		2026
Assets
Current assets:
Cash and cash equivalents	$	4,261	$	5,012
Cash, cash equivalents, and securities segregated under federal and other regulations	5,749		10,874
Receivables from brokers, dealers, and clearing organizations	426		484
Receivables from users, net	17,994		18,115
Securities borrowed	2,408		3,355
Deposits with clearing organizations	702		694
User-held fractional shares	3,782		3,819
Deferred customer match incentives	185		207
Other current assets, including current prepaid expenses of $127 as of December 31, 2025 and $182 as of March 31, 2026	798		853
Total current assets	36,305		43,413
Property, software, and equipment, net	154		162
Goodwill	385		401
Intangible assets, net	168		203
Non-current deferred customer match incentives	428		522
Other non-current assets, including non-current prepaid expenses of $11 as of December 31, 2025 and March 31, 2026	697		773
Total assets	$	38,137	$	45,474
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	463	$	522
Payables to users	11,986		16,780
Securities loaned	11,626		13,387
Fractional shares repurchase obligation	3,782		3,819
Other current liabilities	914		1,046
Total current liabilities	28,771		35,554
Other non-current liabilities	215		232
Total liabilities	28,986		35,786
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, 2025 and March 31, 2026.	—		—
Class A common stock, $0.0001 par value. 21,000,000,000 shares authorized, 790,331,696 shares issued and outstanding as of December 31, 2025; 21,000,000,000 shares authorized, 791,097,939 shares issued and outstanding as of March 31, 2026.	—		—
Class B common stock, $0.0001 par value. 700,000,000 shares authorized, 110,996,736 shares issued and outstanding as of December 31, 2025; 700,000,000 shares authorized, 110,120,620 shares issued and outstanding as of March 31, 2026.	—		—
Class C common stock, $0.0001 par value. 7,000,000,000 shares authorized, no shares issued and outstanding as of December 31, 2025 and March 31, 2026.	—		—
Additional paid-in capital	11,284		11,119
Accumulated other comprehensive income	8		2
Accumulated deficit	(2,152)		(1,802)
Non-controlling interests	11		369
Total stockholders’ equity	9,151		9,688
Total liabilities and stockholders’ equity	$	38,137	$	45,474

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)		2025		2026
Revenues:
Transaction-based revenues		$	583	$	623
Net interest revenues		290		359
Other revenues		54		85
Total net revenues		927		1,067

Operating expenses:
Brokerage and transaction		50		60
Technology and development		214		241
Operations		31		38
Provision for credit losses		24		36
Marketing		105		107
General and administrative		133		174
Total operating expenses		557		656

Other income, net		1		—
Income before income taxes		371		411
Provision for income taxes		35		65
Net income		$	336	$	346
Less: Net income (loss) attributable to non-controlling interests		—		(4)
Net income attributable to Robinhood		$	336	$	350
Net income attributable to Robinhood common stockholders:
Basic		$	336	$	350
Diluted		$	336	$	350
Net income per share attributable to Robinhood common stockholders:
Basic		$	0.38	$	0.39
Diluted		$	0.37	$	0.38
Weighted-average shares used to compute net income per share attributable to Robinhood common stockholders:
Basic		884,577,603		899,154,939
Diluted		909,241,619		915,038,823

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)		2025		2026
Net income		$	336	$	346
Other comprehensive income (loss), net of tax:
Foreign currency translation		1		(6)
Total other comprehensive income (loss), net of tax		1		(6)
Total comprehensive income		$	337	$	340
Less: Total comprehensive income (loss) attributable to non-controlling interests		—		(4)
Total comprehensive income attributable to Robinhood		$	337	$	344

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)	2025		2026
Operating activities:
Net income	$	336	$	346
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	20		23
Provision for credit losses	24		36
Deferred income taxes	—		34
Share-based compensation	73		92
Other	4		3
Changes in operating assets and liabilities:
Securities segregated under federal and other regulations	397		(3,953)
Receivables from brokers, dealers, and clearing organizations	206		(60)
Receivables from users, net	(911)		(44)
Securities borrowed	(878)		(947)
Deposits with clearing organizations	(152)		8
Current and non-current prepaid expenses	(13)		(54)
Current and non-current deferred customer match incentives	(56)		(116)
Other current and non-current assets	351		138
Accounts payable and accrued expenses	(124)		(69)
Payables to users	(332)		4,793
Securities loaned	1,635		1,761
Other current and non-current liabilities	62		47
Net cash provided by operating activities	642		2,038
Investing activities:
Purchases of property, software, and equipment	(2)		(9)
Capitalization of internally developed software	(9)		(9)
Consideration transferred for business acquisitions and asset acquisitions	(175)		(71)
Cash, cash equivalents, and segregated cash acquired in business acquisitions and asset acquisitions	25		18
Purchases of non-marketable securities	—		(92)
Proceeds from maturities of held-to-maturity investments	208		—
Purchases of credit card receivables by Credit Card Funding Trust	(549)		(2,520)
Collections of purchased credit card receivables	511		2,399

Net cash provided by (used in) investing activities	9		(284)
Financing activities:
Proceeds from exercise of stock options	7		2
Proceeds from issuance of RVI common stock in connection with initial public offering, net of offering costs	—		312

Taxes paid related to net share settlement of equity awards	(120)		(13)
Repurchase of Class A common stock	(322)		(250)


Borrowings by the Credit Card Funding Trust	24		117
Change in principal collected from customers due to Coastal Bank	10		(2)
Repayments on borrowings by the Credit Card Funding Trust	—		(15)
Payments of debt issuance costs	(16)		(12)
Contributions from noncontrolling interests	—		41
Net cash provided by (used in) financing activities	(417)		180
Effect of foreign exchange rate changes on cash and cash equivalents	1		(6)
Net increase in cash, cash equivalents, segregated cash, and restricted cash	235		1,928
Cash, cash equivalents, segregated cash, and restricted cash, beginning of the period	8,695		9,893
Cash, cash equivalents, segregated cash, and restricted cash, end of the period	$	8,930	$	11,821

ROBINHOOD MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


Reconciliation of cash, cash equivalents, segregated cash and restricted cash, end of the period:
Cash and cash equivalents, end of the period	$	4,416	$	5,012
Segregated cash and cash equivalents, end of the period	4,442		6,721
Restricted cash in other current assets, end of the period	54		74
Restricted cash in other non-current assets, end of the period	18		14
Cash, cash equivalents, segregated cash and restricted cash, end of the period	$	8,930	$	11,821
Supplemental disclosures:
Cash paid for interest	$	9	$	15
Cash paid for income taxes, net of refund received	$	29	$	70

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, 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 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


	Common stock (1)		Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Non-controlling Interests		Total stockholders’ equity
(in millions, except for number of shares)		Shares	Amount
Balance as of December 31, 2025		901,328,432	$	—	$	11,284	$	8	$	(2,152)	$	11	$	9,151
Net income (loss)		—	—		—		—		350		(4)		346
Issuance of common stock in connection with stock option exercises		487,318	—		2		—		—		—		2



Issuance of common stock upon settlement of restricted stock units, net of shares withheld		2,490,347	—		(13)		—		—		—		(13)
Repurchase and retirement of Class A common stock		(3,087,538)	—		(250)		—		—		—		(250)
Change in other comprehensive loss		—	—		—		(6)		—		—		(6)
Share-based compensation		—	—		96		—		—		—		96
Issuance of RVI common stock in connection with initial public offering, net of offering costs		—	—		—		—		—		312		312
Noncontrolling interests recognized in connection with business combination		—	—		—		—		—		9		9
Capital contributions from a partner		—	—		—		—		—		41		41
Balance as of March 31, 2026		901,218,559	$	—	$	11,119	$	2	$	(1,802)	$	369	$	9,688

(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, event contracts, 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 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. In June 2025, we acquired Bitstamp, a globally-scaled cryptocurrency exchange with institutional and retail customers. In September 2025, we launched RVI a closed-end fund that aims to offer retail investors exposure to private companies at the frontiers of their respective industries. On March 6, 2026, RVI launched its IPO and commenced trading on the NYSE. Following the IPO, we continue to consolidate RVI and hold approximately 52% of RVI as of March 31, 2026, with the remaining interest held by public shareholders and presented as noncontrolling interests.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with 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, 2026 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, 2025, as amended (“2025 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 2025 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 condensed consolidated financial statements taken as a whole and had no impact on previously reported total assets, total liabilities and net income.

Principles of Consolidation

We consolidate entities in which we have a controlling financial interest. We first evaluate whether the entity is a voting interest entity or a VIE. We evaluate our ownership, contractual and other interests in entities to determine if we have a variable interest in an entity. These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical and prospective information, among other factors. If we determine that an entity for which we hold a contractual or ownership interest in is a VIE and that we are the primary beneficiary, we consolidate such entity in the consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic

performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. We continuously monitor if any changes in the interest or relationship with the entity may impact the determination of whether we are still the primary beneficiary and require us to revise our previous conclusion. We consolidate a voting interest entity if we can exert control over the financial and operating policies of an investee. Other parties’ equity investments are reported as non-controlling interests. In November 2025, we established a joint venture, Rothera, in partnership with SIG, that acquired 90% of the issued and outstanding equity of MIAXdx on January 20, 2026. We consolidate the financial results into our consolidated financial statements due to our ability to exert control over the financial and operating policies of the joint venture.

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, 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 and exchanges in excess of 10% of total net revenues, as follows:


	Three Months Ended March 31,
		2025		2026
Market makers and exchanges:
Citadel Securities, LLC		12	%	15	%
B2C2 USA Inc.		12	%	—	%
Wintermute Trading Ltd		11	%	—	%
All others individually less than 10%		28	%	33	%
Total as percentage of total net revenues		63	%	48	%

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

There were no new accounting pronouncements adopted during the three months ended March 31, 2026 that materially impacted 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. 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.

In September 2025, the FASB issued Accounting Standards Update 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This guidance simplifies the capitalization guidance for internal-use software costs by removing all references to prescriptive and sequential software development stages under Subtopic 350-40. This guidance is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The guidance can be applied prospectively, retrospectively or under a modified transition approach. We are currently evaluating the impacts of the amendments on our consolidated financial statements.

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 $169 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 and outstanding. These shares are not part of the equity incentive plans described in Note 11 - Common Stock and Stockholders’ Equity.

The following table summarizes the final purchase price allocation of assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition. During the first quarter of 2026, we finalized the purchase price allocation based on changes in management’s estimates and assumptions which did not have a significant impact on the initial purchase price allocation


(in millions)	Fair Value
Cash and cash equivalents	$	25
Receivables from users, net	5
Prepaid expenses	1
Other current assets	9
Other non-current assets	3
Goodwill	105
Intangible assets	81
Accounts payable and accrued expenses	(1)
Other current liabilities	(21)
Other non-current liabilities	(38)
Net assets acquired	$	169

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. 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.

Acquisition of Bitstamp

On June 2, 2025, we acquired all outstanding equity of Bitstamp, a globally-scaled cryptocurrency exchange with retail and institutional customers. This acquisition of Bitstamp accelerates our expansion worldwide, including across the EU, the U.K., and Asia. The acquisition date fair value of the consideration transferred for Bitstamp was approximately $224 million following customary purchase price adjustments and was entirely paid in cash.

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	$	65
Cash and securities segregated under federal and other regulations	1,103
Receivable from users, net	13
Prepaid expenses	6
Other current assets	15
Other non-current assets	8
Goodwill	93
Intangible assets	70
Accounts payable and accrued expenses	(28)
Payable to users	(1,115)
Other current liabilities	(4)
Other non-current liabilities	(2)
Net assets acquired	$	224

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 Bitstamp 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. 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 Bitstamp have not been presented as the effect of this acquisition was not material to our consolidated financial statements.

Acquisition of MIAXdx

In November 2025, we established a joint venture, Rothera, in partnership with SIG, that acquired 90% of the issued and outstanding equity of MIAXdx on January 20, 2026. Following closing, Rothera renamed MIAXdx to Rothera E&C.

The total consideration paid for the acquisition was approximately $79 million in cash. As MIAXdx was acquired through our joint venture, Rothera, SIG contributed $41 million toward the purchase price and related expenses.

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, 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	$	1
Cash and securities segregated under federal and other regulations	17
Prepaid expenses	1
Goodwill	23
Intangible assets	47
Payable to users	(1)
Non-controlling interests	(9)
Total purchase price	$	79

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

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
Licenses	$	47	N/A

The fair value of the licenses acquired was estimated using the replacement cost method of the cost approach. This method reflects the cost a market participant would incur to re-create the licenses as of the acquisition date.

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

Pending Acquisitions

On May 12, 2025, we entered into an agreement to acquire all outstanding equity of WonderFi, a Canadian leader in digital asset products and services, for C$0.36 per share, representing a total equity value of approximately $180 million. The pending acquisition is subject to customary closing conditions, including regulatory approvals.

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, 2025	$	385
Additions	23
Measurement period adjustment	(6)
Foreign currency translation adjustment	(1)
As of March 31, 2026	$	401

There was no impairment of goodwill during the three months ended March 31, 2026.

Intangible Assets

The components of intangible assets, net as of March 31, 2026 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:
Developed technology	$	99	$	(31)	$	68	4.19
Customer relationships	63		(8)		55		11.43
Trade names	3		(2)		1		2.23
Indefinite-lived intangible assets	79		—		79		N/A

Total	$	244	$	(41)	$	203

Amortization expense of intangible assets was $7 million for the three months ended March 31, 2026. There was an immaterial impairment of intangible assets during the three months ended March 31, 2026.

As of March 31, 2026, the estimated future amortization expense of finite-lived intangible assets was as follows:


(in millions)	Finite-lived Intangible Assets
Remainder of 2026	$	20
2027	22
2028	19
2029	18
2030	12
Thereafter	33
Total	$	124

NOTE 5: REVENUES

Disaggregation of Revenues

The following table presents our revenues disaggregated by revenue source:


	Three Months Ended March 31,
(in millions)		2025		2026
Transaction-based revenues:
Options		$	240	$	260
Cryptocurrencies		252		134
Event contracts		3		104
Equities		56		82
Other		32		43
Total transaction-based revenues		583		623

Net interest revenues:
Margin interest		110		193
Interest on segregated cash, cash equivalents, securities, and deposits, net		56		58
Cash Sweep		48		45
Interest on corporate cash and investments		49		34
Credit card, net		10		32
Securities lending, net		23		4
Interest expenses related to credit facilities		(6)		(8)
Other		—		1
Total net interest revenues		290		359

Other revenues:
Gold subscription revenues		38		50
Proxy revenues		9		8
Other		7		27
Total other revenues		54		85

Total net revenues		$	927	$	1,067

The following table presents interest revenue earned and interest expense paid from securities lending:


	Three Months Ended March 31,
(in millions)		2025		2026
Interest revenue		$	100	$	97
Interest expense		(77)		(93)
Securities lending, net		$	23	$	4

The following table presents interest revenue earned from segregated cash, cash equivalents, securities, and deposits, and interest expense paid to users on uninvested cash and option deposits:


	Three Months Ended March 31,
(in millions)		2025		2026
Interest revenue		$	56	$	82
Interest expense		—		(24)
Interest on segregated cash, cash equivalents, securities, and deposits, net		$	56	$	58

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, 2026, contract liabilities include $47 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. Contract liabilities also include $15 million of TradePMR performance obligations acquired as part of the TradePMR acquisition, with $8 million recorded in other current liabilities and $7 million in other non-current liabilities which was recorded 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.

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, 2026	$	185	$	57
End of the period, March 31, 2026	179		62
Changes during the period	$	(6)	$	5

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 counterparty payments, partially offset by an increase in unbilled receivables.

The difference between the opening and ending balances of our contract liabilities was primarily driven by an increase in Robinhood Gold Card users, and Robinhood Gold Subscribers, partially offset by the recognition of a portion of TradePMR’s performance obligation, as well as timing differences between our performance and customer billing.

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)	2025		2026
Beginning balance	$	14	$	16
Provision for credit losses	11		5
Write-offs	(10)		(6)
Recoveries	1		—
Ending Balance	$	16	$	15

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)	2025		2026
Beginning balance	$	40	$	41
Provision for credit losses	7		7
Payments to Coastal Bank	(8)		(6)
Recoveries	—		1
Ending balance	$	39	$	43

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


	Three Months Ended March 31,
(in millions)	2025		2026
Beginning balance	$	11	$	56
Provision for credit losses	6		24
Write-offs	(2)		(9)
Recoveries	$	—	$	2
Ending balance	$	15	$	73

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

of $9 million and $10 million as of December 31, 2025, and as of March 31, 2026, were not included in the tables below.


(in millions, except for percentages)	December 31, 2025
				Aging of receivables
	Current			<90 Days			≥ 90 days			Total past due receivables			Total Receivables
On-balance sheet	$	814		$	18		$	8		$	26		$	840
Off-balance sheet	177			15			8			23			200
Total credit card loans	$	991		$	33		$	16		$	49		$	1,040
% of Total loans	95		%	3		%	2		%	5		%	100		%


(in millions, except for percentages)	March 31, 2026
				Aging of receivables
	Current			<90 Days			≥ 90 days			Total past due receivables			Total Receivables
On-balance sheet	$	877		$	27		$	12		$	39		$	916
Off-balance sheet	193			15			8			23			216
Total credit card loans	$	1,070		$	42		$	20		$	62		$	1,132
% of Total loans	95		%	3		%	2		%	5		%	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, 2025 and March 31, 2026. Our receivables by FICO scores:


	December 31,				March 31,
(in millions, except FICO scores)	2025		% of Total loans		2026		% of Total loans
Below 640	$	26	3	%	$	37	3	%
640-690	202		19	%	234		21	%
Greater than 690	812		78	%	861		76	%
Total credit card loans	$	1,040	100	%	$	1,132	100	%

NOTE 7: INVESTMENTS AND FAIR VALUE MEASUREMENT

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, 2025
(in millions)	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Money market funds	$	52	$	—	$	—	$	52
Cash, cash equivalents, and securities segregated under federal and other regulations:
U.S. Treasury securities	311		—		—		311
Foreign Treasury securities	53		—		—		53
Deposits with clearing organizations:
U.S. Treasury securities(1)	1		—		—		1
Other current assets:
U.S. Treasury securities (2)	200		—		—		200
Stablecoin	152		—		—		152
Equity securities - securities owned	28		—		—		28
Other non-current assets:
Non-marketable securities (3)	—		—		232		232
Money market funds - escrow account	2		—		—		2
User-held fractional shares	3,782		—		—		3,782
Total financial assets	$	4,581	$	—	$	232	$	4,813

Liabilities
Fractional shares repurchase obligations	$	3,782	$	—	$	—	$	3,782
Total financial liabilities	$	3,782	$	—	$	—	$	3,782


	March 31, 2026
(in millions)	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:

Money market funds	$	371	$	—	$	—	$	371
Cash, cash equivalents, and securities segregated under federal and other regulations:
U.S. Treasury securities	4,414		—		—		4,414
Foreign Treasury securities	52		—		—		52
Deposits with clearing organizations:
U.S. Treasury securities(1)	1		—		—		1
Other current assets:

Stablecoin	153		—		—		153
Equity securities - securities owned	29		—		—		29
Other non-current assets:
Non-marketable securities (3)	—		—		323		323
Money market funds - escrow account	2		—		—		2
User-held fractional shares	3,819		—		—		3,819
Total financial assets	$	8,841	$	—	$	323	$	9,164

Liabilities
Fractional shares repurchase obligations	$	3,819	$	—	$	—	$	3,819

Total financial liabilities	$	3,819	$	—	$	—	$	3,819

(1) As of December 31, 2025 and March 31, 2026, $1 million of our U.S. Treasury securities are deposited with an exchange to enable the execution, clearing, and settlement of event contracts.

(2) Classified as trading securities in which the amortized cost approximates fair value as of December 31, 2025.

(3) Represents non-marketable equity securities for which RHV is the advisor.

Investments in non-marketable equity securities

The following table sets forth a summary of the changes in the estimated fair value of investments in non-marketable equity securities classified as a Level 3 in the fair value hierarchy for which RHV is the advisor:


	March 31,
(in millions)	2026
Beginning of period, January 1, 2026	$	232
Purchases during the period	91
Net unrealized gains (losses)	—
End of period, March 31, 2026	$	323

During the three months ended March 31, 2026, we did not have any transfers in or out of Level 3 assets or liabilities.

Investments for which RHV is the advisor measured using Level 3 inputs primarily consist of investments in privately-held investments. Recent financing transactions in the investee are generally considered the best indication of the enterprise value and therefore used as a basis to estimate fair value. When a recent financing transaction occurs and represents fair value, the Company also uses the calibration process, as appropriate, when estimating fair value on subsequent measurement dates. Calibration is the process of using observed transactions in the investee company’s own instruments to ensure that the valuation techniques that will be employed to value the investee company investment on subsequent measurement dates begin with assumptions that are consistent with the original observed transaction and any more recent observed transactions in the instruments issued by the investee company as well as any updates regarding the investee company’s performance. As of March 31, 2026, the Company determined the fair value of investments for which RHV is the advisor based on recent financing transactions of each of the investees.

NOTE 8: INCOME TAXES


	Three Months Ended March 31,
(in millions, except percentages)		2025			2026
Income before income taxes		$	371		$	411
Provision for income taxes		35			65
Effective tax rate		9.4		%	15.8		%

Our tax provision for interim periods is determined using an estimated annual 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, 2025 and March 31, 2026, 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, 2026, 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.

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 is 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 or 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 and users, 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.

The following tables set forth certain balances related to our securities borrowing and lending activities as of December 31, 2025 and March 31, 2026:


	December 31,		March 31,
(in millions)	2025		2026
Assets	Securities borrowed
Gross amount of cash collateral provided to users for securities borrowing transactions	$	2,408	$	3,355
Gross amount offset on the consolidated balance sheets	—		—
Amounts of assets presented on the consolidated balance sheets	2,408		3,355
Gross amount not offset on the consolidated balance sheets:
Cash collateral provided to users and third parties for securities borrowing transactions	2,408		3,355
Fair value of securities borrowed from users and third parties	(2,346)		(3,456)
Net amount	$	62	$	(101)

Liabilities	Securities loaned
Gross amount of cash collateral received from counterparties for securities lending transactions	$	11,626	$	13,387
Gross amount offset on the consolidated balance sheets	—		—
Amounts of liabilities presented on the consolidated balance sheets	11,626		13,387
Gross amount not offset on the consolidated balance sheets:
Cash collateral received from counterparties for securities lending transactions	11,626		13,387
Fair value of securities pledged to counterparties	(10,902)		(13,342)
Net amount	$	724	$	45

We obtain securities on terms that permit us to pledge and/or transfer securities to others. As of December 31, 2025 and March 31, 2026, we were permitted to re-pledge securities with a fair value of $23.62 billion and $23.75 billion under margin account agreements with users, and securities with insignificant fair value that we borrowed under MSLAs with third parties. Under the Fully-Paid Securities Lending program, as of December 31, 2025 and March 31, 2026, we were permitted to borrow securities with a fair value of $75.88 billion and $73.59 billion including securities with a fair value of $2.35 billion and $3.52 billion that we had borrowed from users.

As of December 31, 2025 and March 31, 2026, we had re-pledged securities with a fair value of $10.90 billion and $13.34 billion, in each case under MSLAs and Fixed-Term Securities Lending Agreements with third parties. In addition, as of December 31, 2025 and March 31, 2026, we had re-pledged $2.83 billion and $2.75 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 2026 Credit Agreement

On March 9, 2026, RHM entered into the RHM March 2026 Credit Agreement, amending and restating the unsecured revolving line of credit entered into in March 2024 and first amended in March 2025 (refer to Note 11 - Financing Activities and Off-Balance Sheet Risk, of the 2025 Form 10-K for more information). The RHM March 2026 Credit Agreement has an initial commitment of $1.0 billion with a

maturity date of March 21, 2028. Under circumstances described in the RHM March 2026 Credit Agreement, the aggregate commitments may be increased from time to time by up to $500 million in the aggregate (the “Accordion”), for a total commitment of up to $1.50 billion. Borrowings under the RHM March 2026 Credit Agreement will bear interest at a rate per annum equal to the Alternate Base Rate or Adjusted Term SOFR plus an applicable margin rate of 1.50%. For purposes of the RHM March 2026 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.

RHS March 2026 Credit Agreement

On March 20, 2026, RHS, our wholly-owned subsidiary, entered into the RHS March 2026 Credit Agreement among RHS, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, amending and restating the $2.65 billion 364-day senior secured revolving credit facility entered into in March 2025 (refer to Note 11 - Financing Activities and Off-Balance Sheet Risk, of the 2025 Form 10-K for more information).

The RHS March 2026 Credit Agreement provides for a 364-day senior secured revolving credit facility with a total commitment of $3.25 billion. Under circumstances described in the RHS March 2026 Credit Agreement, the aggregate commitments may be increased by up to $1.625 billion via an accordion feature, for a total commitment of $4.875 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 2026 Credit Agreement. Borrowings under the RHS March 2026 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 2026 Credit Agreement), (ii) the Federal Funds Effective Rate (as defined in the RHS March 2026 Credit Agreement) and (iii) the Overnight Bank Funding Rate (as defined in the RHS March 2026 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 0.45%.

The RHS March 2026 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 2026 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 2026 Credit Agreement may be accelerated upon an “event of default,” as defined in the RHS March 2026 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, 2025 and March 31, 2026, 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 Bank Program Agreement (discussed below), 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 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 VIE known as 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, 2026, the Trust had five arrangements in place: (1) to borrow up to $200 million from Barclays, (2) to borrow up to $150 million from SVB, (3) to borrow up to $300 million from WF, (4) to borrow up to $300 million from Truist Bank, and (5) to borrow up to $300 million from Goldman Sachs, which was a new borrowing agreement entered into on February 27, 2026.

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% and undrawn amounts accrue an undrawn fee at rates between 0.25% and 0.35%, depending on utilization. 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. In November 2025, the interest rate was renegotiated to Barclays’ commercial paper rate plus 1.30%, and undrawn amounts accrue an undrawn fee at rates between 0.275% and 0.325%,

Under the SVB arrangement, the Trust may borrow, repay, and re-borrow up to a committed amount of $150 million during the revolving period, which ends in April 2027. During this period, borrowings bear interest at a rate equal to the one-month Term SOFR plus 1.50%, and undrawn amounts accrue at a rate of 0.25%.

Under the WF arrangement, the Trust may borrow, repay and re-borrow up to a committed amount of $300 million during the revolving period, which ends in August 2028. During this period, borrowings bear interest at a rate equal to the Daily Simple SOFR (as defined in the WF arrangement) plus 1.40%. After the revolving period ends, the facility enters a controlled amortization period where interest increases to a rate equal to the Daily Simple SOFR plus 2.0%, and undrawn amounts accrue an undrawn fee at rates between 0.275% and 0.325%, depending on utilization.

Under the Truist Bank arrangement, the Trust may borrow, repay and re-borrow up to a committed amount of $300 million during the revolving period, which ends in November 2028. During this period, borrowings bear interest at a rate equal to the Daily Simple SOFR (as defined in the Truist Bank arrangement) plus 1.40%. After the revolving period ends, the facility enters a controlled amortization period where interest increases to a rate equal to the Daily Simple SOFR plus 2.0%. Undrawn amounts accrue an undrawn fee at rates between 0.275% and 0.325%, depending on utilization.

Under the Goldman Sachs arrangement, the Trust may borrow, repay and re-borrow up to a committed amount of $300 million during the revolving period, which ends in February 2029. During this period, borrowings bear interest at a rate equal to the Term SOFR (as defined in the Goldman Sachs arrangement) plus 1.40%. After the revolving period ends, the facility enters a controlled amortization

period where interest increases to a rate equal to the Term SOFR plus 1.9%. Undrawn amounts accrue an undrawn fee at rates between 0.275% and 0.325%, depending on utilization.

As of December 31, 2025, the weighted average interest rate of the SVB, Barclays, WF, and Truist Bank arrangements was 6.16%. As of March 31, 2026, the weighted average interest rate of the SVB, Barclays, WF, Truist Bank, and Goldman Sachs arrangements was 5.13%. As of December 31, 2025 and during the three months ended March 31, 2026, the Trust purchased $5.2 billion and $2.5 billion of credit card receivables. As of December 31, 2025 and March 31, 2026, the carrying value of purchased credit card receivables that had not been collected, net of provision for credit losses, was $786 million and $845 million, and the outstanding balance of borrowing principal and interest was $602 million and $703 million. For the three months ended March 31, 2025 and 2026, the net interest revenue of the Trust was $4 million and $27 million.

On April 7, 2026, the Trust entered into additional arrangement with Mizuho. Under this arrangement, the Trust can borrow up to $300 million during the revolving period, which ends in April 2029. During this period, borrowings bear interest at a rate equal to the one-month Term SOFR plus 1.40%. Undrawn amounts accrue an undrawn fee at rates between 0.20% and 0.325%, depending on utilization.

Off-Balance Sheet Risk

Coastal Bank Program Agreement

Under a program agreement between us and Coastal Bank (the “Program Agreement”) most recently amended in March 2026, Coastal Bank may fund up to $500 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 2.65% on the first $300 million and 1.15% on such amounts in excess of $300 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 relationship, and the legal owner of the receivables. As of March 31, 2026, the off-balance sheet credit card receivables funded under the Program Agreement was $216 million.

Transaction Settlement

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. 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. The settlement date for equities and options is 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 which includes staked assets on our platform, totaling $38.2 billion and $30.5 billion at fair value at December 31, 2025 and March 31, 2026, 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 that 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, 2025 and March 31, 2026.

NOTE 11: COMMON STOCK AND STOCKHOLDERS’ EQUITY

Preferred Stock

As of March 31, 2026, 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 Charter or applicable law.

Warrants

As of March 31, 2026, we had outstanding warrants with a strike price of $26.60 that can be exercised to purchase 8.74 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. For the three months ended March 31, 2026, no warrants were exercised via net settlement, resulting in no shares of Class A common stock issued, and the maximum purchase amount of all remaining outstanding warrants was $232 million.

Share Repurchase Program

On March 24, 2026, the Company announced that its board of directors approved the Repurchase Program authorizing the Company to repurchase up to $1.5 billion of its outstanding Class A common stock. The Repurchase Program replaced the Prior Repurchase Program and is inclusive of amounts that remained available for repurchase under the Prior Repurchase Program which were rolled over into the Repurchase Program, and represents more than $1.1 billion of incremental capacity. While the Repurchase Program does not have an expiration date, management currently expects to conduct the Repurchase Program over a period of approximately three years, beginning in the first quarter of 2026.

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, and 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 the Company 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. For the three months ended March 31, 2026, we repurchased approximately 3 million shares of our Class A common stock for $250 million.

Equity Incentive Plans

2021 Omnibus Incentive Plan

Our 2021 Plan became effective on July 27, 2021, and provides for the grant of share-based awards (such as options, including ISOs, NSOs, SARs, RSAs, RSUs, performance units, and other equity-based

awards) and cash-based awards.

As of March 31, 2026, an aggregate of 537 million shares had been authorized for issuance under the 2013 Plan, 2020 Plan, and 2021 Plan, of which 177 million shares had been issued under the plans, 13 million shares were reserved for issuance upon the exercise or settlement of outstanding equity awards under the plans, and 347 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. The following table summarizes the activity related to our Time-Based RSUs for the three months ended March 31, 2026, 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, 2025	7,646,387	$	29.92
Granted	6,084,377	75.81
Vested	(2,651,734)	27.76
Forfeited	(478,091)	50.02
Unvested at March 31, 2026	10,600,939	$	55.89

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, 2026:


	Number of RSUs	Weighted- average grant date fair value
Unvested at December 31, 2025	2,049,711	$	48.85
Issued	—	—
Vested	(614,911)	48.85
Forfeited	—	—
Unvested at March 31, 2026	1,434,800	$	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)		2025		2026
Brokerage and transaction		$	2	$	3
Technology and development		44		40
Operations		1		1
Marketing		2		2
General and administrative		24		46
Total(1)		$	73	$	92

(1)For the three months ended March 31, 2025 and 2026, SBC expense primarily consisted of $70 million and $74 million related to Time-Based RSUs.

We have capitalized SBC expense related to internally developed software of $6 million and $4 million during the three months ended March 31, 2025 and 2026.

As of March 31, 2026, there was $627 million of unrecognized SBC expense that is expected to be recognized over a weighted-average period of 1.18 years.

NOTE 12: NET INCOME (LOSS) 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,
		2025	2026
			Class A		Class B		Class A		Class B
Basic EPS:
Numerator
Net income			$	291	$	45	$	304	$	42
Less: Net income (loss) attributable to non-controlling interests			—		—		(3)		(1)
Net income attributable to Robinhood common stockholders			$	291	$	45	$	307	$	43
Denominator
Weighted-average common shares outstanding - basic			767,148,225		117,429,378		788,863,289		110,291,650
Basic EPS			$	0.38	$	0.38	$	0.39	$	0.39

Diluted EPS:
Numerator
Net income			$	291	$	45	$	304	$	42
Less: Net income (loss) attributable to non-controlling interests			—		—		(3)		(1)
Net income attributable to Robinhood common stockholders			291		45		307		43
Reallocation of net income (loss) as a result of conversion of Class B to Class A common stock			45		—		43		—
Reallocation of net income (loss) to Class B common stock			—		(1)		—		(1)
Net income attributable to Robinhood common stockholders for diluted EPS			$	336	$	44	$	350	$	42
Denominator
Weighted-average common shares outstanding - basic			767,148,225		117,429,378		788,863,289		110,291,650
Dilutive effect of stock options and unvested shares			24,664,016		—		15,883,884		—
Conversion of Class B to Class A common stock			117,429,378		—		110,291,650		—
Weighted-average common shares outstanding - diluted			909,241,619		117,429,378		915,038,823		110,291,650
Diluted EPS			$	0.37	$	0.37	$	0.38	$	0.38

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,
		2025	2026
Market-Based RSUs		11,065,463	—
Time-Based RSUs		30,542	117,099

Total anti-dilutive securities		11,096,005	117,099

NOTE 13: LEASES

Our operating leases are substantially 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	2025		2026
Lease right-of-use assets:
Operating lease assets	Other non-current assets	$	182	$	181

Lease liabilities:
Current operating lease liabilities	Other current liabilities	22		21
Non-current operating lease liabilities	Other non-current liabilities	199		202
Total lease liabilities		$	221	$	223

Cash flows related to leases were as follows:


	Three Months Ended March 31,
(in millions)	2025		2026
Operating cash flows:
Payments for operating lease liabilities	$	7	$	7
Supplemental cash flow data:
Lease liabilities arising from obtaining right-of-use assets	$	9	$	5

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 $71 million as of December 31, 2025 and $79 million as of March 31, 2026. 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, cryptocurrency, derivatives, advisory 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

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, 2026 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, RHF, and RHS. Five cases were consolidated in the U.S. 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. In June 2025, Robinhood agreed to a settlement in principle with plaintiffs, which has been preliminarily approved by the court.

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 MSD is examining, among other things, RHF’s customer complaint supervision, the disruptions experienced by 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.

Brokerage Enforcement Matters

The FINRA Enforcement and Examination staff are conducting investigations related to, among other things, the disruptions experienced by BOATS during the Robinhood 24 Hour Market overnight trading

session on August 4-5, 2024. The FDIC is investigating issues related to compliance with the EFTA. We are cooperating with these investigations.

Early 2021 Trading Restrictions Matters

Beginning on January 28, 2021, due to increased deposit requirements imposed on RHS by the 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 and in arbitrations. 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 U.S. 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. Robinhood’s motion to compel arbitration for the remaining Robinhood customer plaintiffs has been granted.

RHM, RHF, RHS, and our 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 USAO, the DOJ, Antitrust Division, the New York Attorney 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. As previously disclosed, on March 6, 2025, we resolved FINRA’s investigation into these matters as part of the March 2025 FINRA Settlement (as defined above).

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 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. 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 Ninth Circuit. On August 29, 2025, the Ninth Circuit issued its opinion affirming in part and reversing in part the district court. Robinhood’s petition for rehearing en banc was denied. In February 2026, Robinhood filed for a writ of certiorari in the United States Supreme Court.

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. The board of directors has rejected the demand in part and the Demand Review Committee continues to review the remaining part.

Pay Transparency Litigation

In July 2024, RHM, RHY, 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 was stayed in the Superior Court in King County in Washington pending a certified question to the Washington Supreme Court. In September 2025, the Washington Supreme Court issued an opinion addressing the certified question and held that a job applicant for a job posting that failed to include a wage scale or salary range does not need to prove they are a “bona fide” or “good faith” applicant to obtain remedies under the applicable statute. The stay has been lifted and the case is proceeding in discovery.

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 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. In May 2025, RHM, RHF, and RHS were sued in a putative

class action captioned Deeney v. Robinhood Markets, Inc. et al., in the U.S. District Court for the Northern District of California, which also made allegations related to Robinhood’s cash sweep program. The complaint sought, among other things, certification of the class, unspecified monetary damages, attorneys’ fees and costs, and restitution. The parties in Dey and Deeney have agreed to consolidate the matters and Plaintiffs have filed an amended consolidated complaint. 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. Robinhood moved to dismiss the complaint, which was granted in part and denied in part. The case is proceeding in discovery.

Event Contracts Litigation

In June 2025, RHM and RHD were sued along with several co-defendants, in state court in six states (Georgia, Illinois, Kentucky, Massachusetts, Ohio and South Carolina) by Georgia Gambling Recovery LLC, Illinois Gambling Recovery LLC, Kentucky Gambling Recovery LLC, Massachusetts Gambling Recovery LLC, Ohio Gambling Recovery LLC, and South Carolina Gambling Recovery LLC respectively. Each plaintiff asserts a claim under the respective state’s Statute of Anne, which are statutes that permit recovery of gambling losses under certain conditions, which vary by state. Each plaintiff seeks damages for losses allegedly sustained in trading certain event contracts, including damage multipliers in certain states, attorney’s fees and costs, and declaratory relief. Robinhood has removed all six cases to federal court. Each plaintiff is seeking to remand the matters. The court in Georgia denied plaintiff’s motion to remand and RHD has moved to dismiss the action. The courts in Kentucky and Ohio granted plaintiff’s motion to remand and RHD is moving or intends to move to dismiss the actions.

In July 2025, RHM and RHD, among others, were sued by the Blue Lake Rancheria, Chicken Ranch Rancheria of Me-Wuk Indians, and Picayune Rancheria of the Chukchansi Indians (the “Blue Lake plaintiffs”) in the U.S. District Court for the Northern District of California. The complaint alleges that certain event contracts offered by RHD are unlawful sports gambling activity. The Blue Lake plaintiffs allege several causes of action including violation of the Indian Gaming Regulatory Act, violation of tribal gaming Ordinances, civil violation of the Racketeer Influenced and Corrupt Organizations Act (RICO), infringement of tribal sovereignty, and false advertising under the Lanham Act. The Blue Lake plaintiffs have asserted only the RICO cause of action against RHM and RHD. The complaint seeks injunctive relief, declaratory relief, damages, treble damages, costs, and attorney’s fees. In September 2025, the Blue Lake plaintiffs moved for a preliminary injunction. The court denied the motion and plaintiffs have appealed the denial to the U.S. Court of Appeals for the Ninth Circuit. In the district court, Robinhood has moved to dismiss the action.

In August 2025, a similar suit was filed against RHM and RHD, among others, by the Ho-Chunk Nation in the U.S. District Court for the Western District of Wisconsin alleging substantially the same facts and causes of action and seeking substantially the same relief. The Ho-Chunk Nation is only asserting a claim for a civil violation of RICO against RHM and RHD. In December 2025, the plaintiff moved for a preliminary injunction, which Robinhood has opposed. Robinhood has also moved to dismiss the action.

In August 2025, RHD filed suits in the U.S. District Court for the District of Nevada and U.S. District Court for the District of New Jersey seeking injunctive relief from enforcement of Nevada and New Jersey state gaming laws respectively. In September 2025, RHD filed suit in the U.S. District Court for the District of Massachusetts seeking similar injunctive relief from enforcement of Massachusetts state gaming laws.

New Jersey agreed to a preliminary injunction pending the outcome of its appeal in the Third Circuit of the grant of a preliminary injunction in a similar case brought by KalshiEx LLC. In April 2026, the Third Circuit ruled in favor of KalshiEx LLC. The parties are to submit a joint letter regarding the impact of the opinion on the preliminary injunction.

In Nevada, the court denied RHD’s motion for a preliminary injunction. Robinhood has agreed to cease offering new sports-related event contracts in Nevada as of December 1, 2025, and to take action to explore unwinding longer-duration open sports-related event contracts in Nevada, in exchange for the

State’s agreement to refrain from enforcing its state gaming laws during the pendency of RHD’s appeal. RHD has appealed the decision to the U.S. Court of Appeals for the Ninth Circuit and moved for an injunction pending appeal, both of which remain pending. Oral argument on appeal was heard on April 16, 2026.

In Massachusetts, the court initially dismissed RHD’s suit as unripe. RHD’s motion for reconsideration was granted. RHD filed an amended complaint and renewed its motion for a preliminary injunction. Massachusetts agreed to refrain from enforcing its state gaming laws pending: (1) a decision on RHD’s then-pending preliminary injunction motion; (2) a final decision on the injunction from a Massachusetts appellate court in KalshiEx’s state court enforcement litigation; and (3) any stay (if ordered) is lifted in KalshiEx’s state court enforcement litigation. The district court dismissed RHD’s amended complaint as unripe. RHD has appealed to the U.S. Court of Appeals for the First Circuit.

In March 2026, RHD filed suit in Michigan seeking injunctive relief from enforcement of Michigan’s state gaming laws. The motion for preliminary injunction is being briefed.

In March 2026, RHD filed suit in Washington seeking injunctive relief from enforcement of Washington’s state gaming laws.

On April 22, 2026, RHD and several co-defendants were sued in a putative class action in state court in Massachusetts by a purported Robinhood customer seeking to recover losses incurred as a result of sports-related event contract trading under Massachusetts’s Statute of Anne and a theory of unjust enrichment. Plaintiff seeks declaratory relief, injunctive relief, unspecified damages, interest,and attorney’s fees and costs.

On April 22, 2026, RHM and RHD were sued in a putative class action in U.S District Court for the Northern District of California. The plaintiffs, purported Robinhood customers, alleged that Robinhood’s sports-related event contracts violate California’s Unfair Competition Law, California’s Consumer Legal Remedies Act, New Jersey’s Statute of Anne, New Jersey’s Consumer Fraud Act, New York’s deceptive business practices and false advertising laws, New York’s Statute of Anne, and Michigan’s gambling loss recovery act, Michigan’s Consumer Protection Act, and further sought to recover damages under a theory of unjust enrichment. Plaintiffs seek declaratory relief, injunctive relief, unspecified damages including treble or punitive damages, restitution, disgorgement, attorney’s fees, interest and costs. .

On April 23, 2026, the State of Wisconsin filed a lawsuit against RHD, RHM, RHS, Kalshi, Inc., KalshiEx, LLC, Kalshi Klear,LLC, Kalshi Trading, LLC, Coinbase Global, Inc., and Coinbase Financial Markets,Inc., alleging that sports-related event contracts constitute illegal sports betting and are a public nuisance. Wisconsin seeks a declaratory judgment and a preliminary and permanent injunction preventing the defendants from offering sports-related event contracts in Wisconsin. The State of Wisconsin moved for a temporary injunction to enjoin Robinhood and its co-defendants from offering sports-related event contracts in Wisconsin. On April 24, 2026, the Kalshi defendants removed the case to the U.S. District Court for the Western District of Wisconsin with the consent of the Robinhood and Coinbase defendants.

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