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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-K
______________________
(Mark One)

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

For the fiscal year ended December 31 , 2025
OR

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

For the transition period from  ________ to ________
Commission File Number : 001-40691
______________________
Robinhood Markets, Inc.
(Exact name of registrant as specified in its charter)
______________________

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

85 Willow Rd
Menlo Park , CA 94025
(Address of principal executive offices, including zip code)
( 844 ) 428-5411
(Registrant’s telephone number, including area code)

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

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes    ☒    No  o

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

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

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

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

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

1

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

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

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

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

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

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

PART I
PAGE
ITEM 1. BUSINESS
10

ITEM 1A. RISK FACTORS
32

ITEM 1B. UNRESOLVED STAFF COMMENTS
97

ITEM 1C.
CYBERSECURITY
97

ITEM 2. PROPERTIES
99

ITEM 3. LEGAL PROCEEDINGS
99

ITEM 4. MINE SAFETY DISCLOSURES
99

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
100

ITEM 6. [REMOVED AND RESERVED]
102

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
103

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
122

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
124

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
185

ITEM 9A. CONTROLS AND PROCEDURES
185

ITEM 9B. OTHER INFORMATION
186

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
187

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
188

ITEM 11. EXECUTIVE COMPENSATION
188

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
188

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
188

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
188

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
189

ITEM 16. FORM 10-K SUMMARY
189

SIGNATURES
194

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

Abbreviation and Meaning

1940 Act
Investment Company Act of 1940, as amended Coinbase Coinbase Global, Inc., and Coinbase, Inc.
2013 Plan Amended and Restated 2013 Stock Plan, as amended Corp Fin SEC Division of Corporation Finance
2020 Plan 2020 Equity Incentive Plan, as amended Crypto Listing Frameworks Our internal policies and procedures with respect to the listing of cryptocurrencies on our platforms
2021 Plan 2021 Omnibus Incentive Plan Crypto Transfers Cryptocurrency transfers
Adjusted EBITDA Adjusted earnings before interest, taxes, depreciation, and amortization DFAL Digital Financial Assets Law

ADRs
American Depository Receipts DOJ U.S. Department of Justice
Advisers Act Investment Advisers Act of 1940 EBS
Electronic Blue Sheets

AI Artificial Intelligence ECOA Equal Credit Opportunity Act
AML Anti-money Laundering EEA
European Economic Area
APAC Asia-Pacific EFTA Electronic Funds Transfer Act
ASC Accounting Standards Codification EPS Earnings (loss) per share
BaaS
Banking as a service Equity Exchange Rights A right (but not an obligation) each of our founders has to require us to exchange, for shares of Class B common stock, any shares of Class A common stock received by them upon the vesting and settlement of pre-IPO RSUs, pursuant to the equity exchange right agreements entered into between us and each of our founders in connection with our IPO
Barclays Barclays Bank
ERGs Employee Resource Groups
Binance Binance Holdings Ltd., and its affiliated U.S. entity, among others
ERM Enterprise Risk Management
Bitstamp
Bitstamp Ltd. ESPP Employee Share Purchase Plan
BOATS Blue Oceans ATS, LLC
ETFs Exchange Traded Funds
Bribery Act U.K. Bribery Act 2010 ETPs
Exchange Traded Products

BSV Bitcoin SV
EU The European Union
Bylaws Amended and Restated Bylaws
Exchange Act Securities Exchange Act of 1934, as amended
C$ Canadian dollars FASB Financial Accounting Standards Board

CAGO California Attorney General’s Office
FCA Financial Conduct Authority
CASP Crypto asset service providers FCM Futures Commission Merchant
CAT
Consolidated Audit Trail FCPA Foreign Corrupt Practices Act
CEA U.S. Commodity Exchange Act
FDCPA Fair Debt Collections Practices Act
Celsius Celsius Network LLC FDIC Federal Deposit Insurance Corporation
CEO Chief Executive Officer Final Rules Final rules under SEC Release No. 34-99678 and No. 33-11275, “The Enhancement and Standardization of Climate-Related Disclosures for Investors
CFPB Consumer Financial Protection Bureau
FinCEN Financial Crimes Enforcement Network
CFT
Countering the Financing of Terrorism
FINRA Financial Industry Regulatory Authority
CFTC Commodity Futures Trading Commission
Fixed-Term Securities Lending Agreements Fixed-term securities lending agreements with two financial institution counterparties, as described below
Charter Amended and Restated Certificate of Incorporation
Founder Affiliates Founders related entities
CIP
Customer identification program
Founders’ Voting Agreement Voting Agreement, dated July 26, 2021, among RHM, Baiju Bhatt, Vladimir Tenev, and certain related entities
Circle Circle Internet Financial, LLC
Fourth parties Third parties’ common suppliers or vendors
CISO
Chief Information Security Officer
FTX FTX Trading Ltd.
CLARITY Act
Digital Asset Market Clarity Act of 2025 Futures Futures contracts, which includes options on futures and swaps, including event contracts
Coastal Bank Coastal Community Bank
GAAP Generally accepted accounting principles in the United States
Code Internal Revenue Code of 1986, as amended
GBP
British pounds sterling
CODM Chief Operating Decision Maker GENIUS Act
Guiding and Establishing National Innovation for U.S. Stablecoins Act

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

RFIA Responsible Financial Innovation Act of 2025 Trust Credit Card Funding Trust
RHC Robinhood Crypto, LLC U.K. United Kingdom
RHD Robinhood Derivatives, LLC USAO The United States Attorney’s Office for the Northern District of California
RHEU Robinhood Europe, UAB USA Patriot Act Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
RHF Robinhood Financial LLC USDC US Dollar Coin, issued by Circle Internet Group, Inc
RHM March 2025 Credit Agreement Third Amended and Restated Credit Agreement, dated as of March 21, 2025, among RHM, as borrower, and a syndicate of banks, as amended by the First Amendment, dated as of October 15, 2025
USDG US Global Dollar, issued by Paxos Digital Singapore Pte. Ltd
RH MENA Robinhood Management MENA Limited VIE Variable interest entity
RHS Robinhood Securities, LLC Virtu Virtu Financial, Inc.
RHSG
Robinhood Singapore Pte. Ltd. WF Wells Fargo Bank

Key Performance Metrics Terms

We use the following key performance metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions.

ARPU
Average Revenue Per User
We define ARPU as total revenue for a given period divided by the average number of Funded Customers on the last day of that period and the last day of the immediately preceding period.

Funded Customers
We define a Funded Customer as a unique person who has at least one account with a Robinhood entity and, within the past 45 calendar days (a) had an account balance that was greater than zero (excluding amounts that are deposited into a Funded Customer account by the Company with no action taken by the unique person) or (b) completed a transaction using any such account. Individuals who share a funded joint investing account (which launched in July 2024) are each considered to be a Funded Customer. Starting in Q1 2025, individuals who are customers of RIAs that use the TradePMR platform, and, starting in June 2025, customers of Bitstamp, are also considered Funded Customers.

Net Deposits
We define Net Deposits as all cash deposits and asset transfers from customers, as well as dividends, interest, staking rewards, and cash or assets earned in connection with Company promotions (such as account transfer and retirement match incentives, free stock bonuses) received by customers, net of reversals, customer cash withdrawals, margin and lending interest, Robinhood Gold subscription fees, and assets transferred off of our platforms for a stated period. Starting in June 2025, Net Deposits include results from Bitstamp. Due to data limitations, we have not included TradePMR client figures in our Net Deposits key performance metric.

Total Platform Assets
We define Total Platform Assets as the sum of the fair value of all equities, options, cryptocurrency, futures (including options on futures and swaps, including event contracts), cash held by users in their accounts, net of receivables from users (previously reported as Assets Under Custody), and any such assets managed by RIAs using TradePMR’s platform that are not custodied by Robinhood, as of a stated date or period end on a trade date basis. Net Deposits and net market gains (losses) drive the change in Total Platform Assets in any given period. Starting in June 2025, the fair value of all cryptocurrency includes cryptocurrency on Bitstamp. Total Platform Assets also include cryptocurrency lent through platform-enabled lending programs, where customers may recall such assets at any time through the platform.

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

Other Glossary Terms

ACATS Automated Customer Account Transfer Service
A system that automates and standardizes procedures for the transfer of assets in a customer account from one brokerage firm and/or bank to another.
Cash Sweep
We define Cash Sweep as the period-end total amount of participating users’ uninvested brokerage and banking cash that has been automatically “swept” or moved from their accounts into deposits for their benefit at a network of program banks. This is an off-balance-sheet amount. Robinhood earns a net interest spread on Cash Sweep balances based on the interest rate offered by the banks less the interest rate given to users as stated in our program terms. This includes balances from customers of RIAs using TradePMR’s platform.

Churned Customers A Funded Customer is considered “Churned” if it was ever a New Funded Customer whose account balance (measured as the fair value of assets in the account less any amount due from the user and excluding amounts that are deposited into a Funded Customer account by the Company with no action taken by the unique person) drops to or below zero and has not completed a transaction using any account with a Robinhood entity for at least 45 consecutive calendar days. Negative balances typically result from Fraudulent Deposit Transactions (which occur when users initiate deposits into their accounts, make trades on our platforms using a short-term extension of credit from us, and then repatriate or reverse the deposits, resulting in a loss to us of the credited amount) and unauthorized debit card use, and less often, from margin loans.

Growth Rate with respect to Net Deposits
Growth rate is calculated as aggregate Net Deposits over a specified 12 month period, divided by Total Platform Assets for the fiscal quarter that immediately precedes such 12 month period.

Investment Accounts We define an Investment Account as a funded individual brokerage account, a funded joint investing account, a funded IRA, or an account with an RIA using TradePMR’s platform. Starting in September 2025, a Funded Customer can have multiple Investment Accounts - one or more individual brokerage accounts, a joint investing account, a traditional IRA, a Roth IRA, and/or an RIA custody account using TradePMR’s platform. Investment Accounts do not include Bitstamp as such accounts are not brokerage or other Investment Accounts.

Margin Book We define Margin Book as our period-end aggregate outstanding margin loan balances receivable (i.e., the period-end total amount we are owed by customers on loans made for the purchase of securities, supported by a pledge of assets in their margin-enabled brokerage accounts). This includes margin loan balances from customers of RIAs using TradePMR’s platform.

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

Notional Trading Volume We define Notional Trading Volume, or Notional Volume, for any specified asset class as the aggregate dollar value (purchase price or sale price as applicable) of trades executed in that asset class on our platforms over a specified period of time. Crypto Notional Volume includes both Robinhood App Notional Volume and, starting in June 2025, Bitstamp Notional Volume. Robinhood App Notional Volume represents the dollar value of executed crypto trades on the Robinhood platform over a specified period of time. Bitstamp Notional Volume represents the dollar value of executed crypto trades on the Bitstamp platform over a specified period of time. For example, each $1 of transaction value executed between a buyer and seller is counted as $1 of transaction value in the relevant period, rather than $2 if counted for each of the buyer and seller.

Options Contracts Traded We define Options Contracts Traded as the total number of options contracts bought or sold over a specified period of time. Each contract generally entitles the holder to trade 100 shares of the underlying stock.

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

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

Aave (AAVE) Aerodrome Finance  (AERO) Arbitrum  (ARB) Aster  (ASTER)* Avalanche (AVAX) Avantis  (AVNT)* Bitcoin (BTC) Bitcoin Cash (BCH)
BNB  (BNB)* BONK (BONK) Cardano (ADA) cat in a dogs world (MEW)* Chainlink (LINK) Compound (COMP) Curve DAO  (CRV) Dogecoin (DOGE)
Dogwifhat (WIF) Ethena  (ENA) Ethereum (ETH) Ethereum Classic (ETC) Floki  (FLOKI) Hedera  (HBAR) Hyperliquid  (HYPE)* LayerZero (ZRO)*

Lido DAO  (LDO) Lighter  (LIT)* Litecoin (LTC) Mantle  (MNT) Maple Finance  (SYRUP) Moo Deng  (MOODENG)* OFFICIAL TRUMP (TRUMP)* Ondo  (ONDO)*
Onyxcoin  (XCN) Optimism  (OP) Pax Gold (PAXG)
Peanut the Squirrel  (PNUT)* Pepecoin (PEPE) Plasma  (XPL)* Polkadot  (DOT) Popcat  (POPCAT)*
Pudgy Penguins  (PENGU)* Pyth Network  (PYTH) Render  (RENDER) Seeker (SKR)
SEI  (SEI) Shiba Inu (SHIB) Sky  (SKY)* Solana (SOL)
Stellar Lumens (XLM) SUI  (SUI) Tezos (XTZ) Toncoin  (TON)* Uniswap (UNI) USD Stablecoin (USDC)** Virtuals Protocol  (VIRTUAL) World Liberty Financial  (WLFI)*
XRP (XRP) Zora  (ZORA)*

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

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CAUTIONARY NOTE REGARDING FORWARD‑LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Annual Report”) of Robinhood Markets, Inc. (“RHM” and, together with its subsidiaries, “we,” “us,” “Robinhood,” or the “Company”) contains forward-looking statements (as such phrase is used in the federal securities laws), which involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “believe,” “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. This Annual Report includes, among others, forward-looking statements regarding:
• that we continue to create an ecosystem of financial products and services that will enable people across the world to become investors;
• our belief that our products can transform the relationship people have with the financial system and that the products on our roadmap will go a long way toward making that a reality;
• our commitment to continue expanding Robinhood Legend’s capabilities;
• that we remain focused on building the best products and ultimately aim to serve all of our customers’ financial needs;
• our expectations regarding our prediction markets investments, including our plans to introduce and advance the build out of an independent, CFTC-licensed exchange and clearinghouse, Rothera E&C;
• our plans to continue expanding our U.K. brokerage offering with the introduction of tax-advantaged investment accounts;
• that we are continuing to roll out Robinhood Banking to Gold Subscribers;
• our expectations regarding RVI, including that RVI’s investment program will focus on a concentrated portfolio of private companies at the frontiers of their respective industries and that RVI plans to hold investments for the long term through IPO and beyond, and will seek to invest across a number of sectors;
• our expectations regarding legal and regulatory proceedings and investigations;
• our intent to continue to invest in technology;

• that we are continuously introducing new products and diversifying our services that further expand access to the financial system;

• our expectations regarding legislative developments and their impact on us, including with respect to the CLARITY Act and the GENIUS Act;

• our expectations about our ability to rapidly adopt and introduce new tools relating to AI, including building complex AI agents and AI-native advisory products;

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

• our plans to launch new products and features that drive tokenization in the future;
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• our plans to keep investing in our existing products and features while also launching new products and services like Robinhood Legend, index options, futures, and event contracts;

• our expectations regarding products related to wealth management and advisory, including our plan to focus on multigenerational advisory in our future product roadmap and our expectation that multigenerational advisory will be strengthened by the expanded investment advisory and custodial capabilities gained through our acquisition of TradePMR;

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

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

• our plan to consider factors such as population size and demographics, legal and regulatory environments, and general investing attitudes and the competitive landscape in potential new markets prior to pursuing such expansion;

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

• our expectations with respect to our pending acquisitions of WonderFi, PT Buana Capital Sekuritas, and PT Pedagang Aset Kripto;

• the Repurchase Program and our current expectations with respect to timing;

• our belief that, based on our current level of operations, our primary sources of liquidity will be adequate to meet our current liquidity needs for the next 12 months; and
• our expectations regarding applying for a license under the DFAL in connection with our cryptocurrency trading operations in California.
Our forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual future results, performance, or achievements to differ materially from any future results expressed or implied in this Annual Report. Reported results should not be considered an indication of future performance. Factors that contribute to the uncertain nature of our forward-looking statements include, among others:
• our rapid and continuing expansion, including continuing to introduce new products and services on our platforms as well as geographic expansion;

• the difficulty of managing our business effectively, including the size of our workforce, and the risk of declining or negative growth;
• the fluctuations in our financial results and key metrics from quarter to quarter;
• our reliance on transaction-based revenue, including PFOF, the risk of new regulation or bans on PFOF and similar practices, and the addition of our new fee-based model for cryptocurrency;
• our exposure to fluctuations in interest rates and rapidly changing interest rate environments;
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• 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.
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Because some of these risks and uncertainties cannot be predicted or quantified and some are beyond our control, you should not rely on our forward-looking statements as predictions of future events. More information about potential risks and uncertainties that could affect our business and financial results is included in the section of this Annual Report titled “Risk Factors” and our other filings with the SEC, all of which are available on the SEC’s web site at www.sec.gov. Moreover, we operate in a very competitive and rapidly changing environment; new risks and uncertainties may emerge from time to time and it is not possible for us to predict all risks nor identify all uncertainties. The events and circumstances reflected in our forward-looking statements might not be achieved and actual results could differ materially from those projected in the forward-looking statements. Except as otherwise noted, all forward-looking statements are made as of the date we file this Annual Report, and are based on information and estimates available to us at this time. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Except as required by law, Robinhood assumes no obligation to update any of the statements in this Annual Report whether as a result of any new information, future events, changed circumstances, or otherwise. You should read this Annual Report with the understanding that our actual future results, performance, events, and circumstances might be materially different from what we expect.
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PART I

ITEM 1. BUSINESS

Company Overview
Robinhood was founded in 2013 on the belief that everyone should be welcome to participate in our financial system. We are creating modern financial services platforms for everyone, regardless of their wealth, income, or background.
Our mission is to democratize finance for all. We use technology to provide access to the financial system in a way that is simple and convenient for our customers. We believe the financial system should be built to work for everyone. That’s why we create products that let our customers start investing at their own pace, on their own terms. We believe investing should be familiar and welcoming, with a simple design and an intuitive interface, so that customers are empowered to achieve their goals. We started with a revolutionary, bold brand and design in the Robinhood app which makes investing approachable for millions. Over the last decade, we have disrupted and changed the industry, becoming the first U.S. retail broker to offer commission-free stock trading with no account minimums, which was subsequently adopted by the rest of the industry. In recent years, we have continued to build relationships with our customers by introducing new products and diversifying our services that further expand access to the financial system, including focusing on products and tools for more seasoned investors. Through these efforts, we believe we have made investing culturally relevant and understandable, and that our platforms enable our customers to become long-term investors and take greater control of their finances.
At Robinhood, our values are in service of our customers. Our customers are why we exist. That is why we put what’s best for our customers at the center of our decision-making in order to bring them the best technology coupled with real value. That is why at Robinhood, we push for progress without compromising quality. We also take our responsibility for our customers’ finances seriously. We know that trust is hard earned and easily lost and that is why we prioritize compliance, approach risk thoughtfully, and never compromise trust for speed.
Additionally, we consider ourselves to be One Robinhood where we are all invested in the same mission. We invite contrary perspectives, support each other, and debate with energy and kindness. Once decisions are made, we move in unison with ownership and accountability, powered by the thrill of building something great together. We are also innovators and problem solvers. Our bold bets often make us a first mover, and we do what's right for customers - even if it hasn’t been done before. We also strive to do more with less. To that end, constraint drives us to innovate through scalable technology - not excess resources.
Finally, we started a movement, breaking barriers so everyone - not just the wealthy - can access the financial system. Our job to “democratize finance for all” may never be complete as we seek to level the playing field - which is what makes what Robinhood does so fun.

Our Products And Features
We understand that millions of our customers have used Robinhood to enter the financial markets for the first time, and we take our responsibility to them seriously. We are passionate about operating Robinhood in a way that aligns with customer interests, applicable regulations, and with our own mission to democratize finance for all. We continue to create an ecosystem of financial products and services that will enable people across the world to become investors. We believe our products can transform the
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relationship people have with the financial system and that the products on our roadmap will go a long way toward making that a reality.
We began by offering our customers the ability to buy and sell equities on a mobile-first platform and have since continued to expand our offerings to add new asset classes, products and features, while also growing internationally to better serve our customers. We designed our mobile platform to be an elegant, intuitive investing interface that provides our customers with trading functionality and market information such as historical prices, valuation multiples, recent news, analyst ratings, advanced charts, and more, at no additional cost. Robinhood Legend, built specifically for active traders, is a powerful, sleek browser-based desktop trading platform that is fully customizable and available at no additional cost to all U.S. and U.K. customers with a Robinhood account. Robinhood Legend now supports all major asset classes and we have committed to continue expanding its capabilities.
The core tenet of the Robinhood offering—expanding access to our financial system through products that empower people to learn, participate, and grow—underpins each of our offerings. We remain focused on building the best products and ultimately aim to serve all of our customers’ financial needs.
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Brokerage

Investing. Our platforms allow our customers to invest commission-free in U.S.-listed stocks and ETFs, as well as related options and ADRs.
Options Trading. We review eligibility for our customers who wish to trade options, including disclosure of investment experience and knowledge, investment objectives and financial information. Subject to approval from Robinhood, customers can access basic options strategies (Level 2), which permits buying calls and puts and selling covered calls and puts, or more advanced options strategies (Level 3), which permits fixed-risk spreads (such as credit spreads and iron condors) and other advanced trading strategies, depending on their individually disclosed preparedness. We conduct regular reviews of our customers’ eligibility and take action to revoke access to trading options as appropriate, to ensure our customers are accessing the level of options strategies that are appropriate for them based on information such as their trading experience, investment objectives and financial situation.
In 2025, index option trading became available to all customers, allowing them to trade options on diversified indices like the S&P 500 and VIX, while gaining access to potential tax benefits and one of the lowest contract fees among leading brokerages.
Fractional Trading. Fractional trading allows customers to invest in fractions of a share of stock, rather than requiring them to buy and sell whole shares. This service enables customers to build a diversified portfolio regardless of their budget and removes a barrier to investing in higher-priced stocks, thereby providing access to a much greater selection of equities with as little as $1.
Recurring Investments. Our recurring investment feature enables our customers to automatically buy shares of equities and certain ETFs on a set schedule, allowing them to build positions over time and establish regular investing habits, even with small contributions. Our customers can also elect to automatically reinvest dividend income back into the underlying respective shares.
Access to Investing on Margin . Subject to approval upon meeting eligibility criteria set by Robinhood, customers can invest on margin. This allows eligible customers to borrow a limited amount of funds from Robinhood to use as additional investing capital. Robinhood decides whether to extend margin to each customer who applies for access based on information regarding customer activity, portfolio equity or net worth criteria, investment objectives, and investing experience reported by the customer. We offer an industry-leading tiered margin structure where customers receive a single low interest rate based on their total margin balance.
Fully-Paid Securities Lending. Under our Fully-Paid Securities Lending program (“Fully-Paid Securities Lending”), a customer can earn passive income on their stock portfolio once they give Robinhood permission to lend out any fully paid stocks in their portfolio. Robinhood does the work of finding interested borrowers and customers get paid a share of the interest revenue earned when their shares have been loaned to borrowers.

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Brokerage
(continued)

Cash Sweep. Our cash sweep program allows brokerage customers to earn interest on uninvested brokerage cash swept to our partner banks. The interest compounds daily and is then paid out by the partner banks monthly. Cash deposited at these banks is eligible for FDIC insurance.
Instant Withdrawals. Our instant withdrawals feature enables eligible customers to withdraw money from their Robinhood accounts and instantly deposit it to their bank accounts or debit cards with a fee.
Robinhood Retirement. We are making it easy and accessible to start saving for retirement through a traditional IRA or Roth IRA and are expanding options for the growing population of freelance and gig workers without access to employer-based matching programs. Customers’ eligible contributions to their retirement account can earn a percentage match by Robinhood, subject to a five-year holding period. We offer customer IRA instant deposits up to $1,000, which allows customers to immediately start investing. Customers can also get a custom recommended portfolio, build their own, or do both, all commission-free.
24 Hour Market. We were the first U.S. broker to offer around-the-clock trading of individual stocks, 24 hours a day, 5 days a week. We also offer around-the-clock trading of ETFs. It allows our customers to better manage their risk and take advantage of opportunities, no matter what time of day they arise.
Joint Investing Accounts. Our joint investing accounts allow customers to seamlessly manage investments with their partner while keeping their shared assets in one place. The joint account provides shared access for account holders that allows them to combine funds and increase their investment power as they work towards their financial goals. Gold Subscribers can also extend certain Robinhood Gold benefits to a joint account at no additional cost.
Prediction Markets. Our customers can trade event contracts on a regulated exchange using our Prediction Markets Hub, for which we charge a commission for each contract traded. An event contract is a type of financial derivative that allows traders to speculate on a specific event. These contracts are generally structured around “Yes” or “No” positions, and fluctuate in price based on the projected occurrence of the event. Event contracts then pay out if the position held matches the correct occurrence of the event; otherwise, they expire with no value. Event contracts are offered through our FCM license regulated by the CFTC. We believe event contracts give people a tool to engage in real-time decision-making, unlocking a new asset class. Our Prediction Markets Hub features sports, politics, economics, culture and more, giving customers the opportunity to react to the event as it happens. Deepening its investment in Prediction Markets, Robinhood established a joint venture, Rothera, in partnership with SIG, that acquired 90% of the issued and outstanding equity of MIAXdx in January 2026 to advance the build out of an independent, CFTC-licensed exchange and clearinghouse. Following closing, Rothera renamed MIAXdx to Rothera E&C.
Futures. A futures contract is a legal agreement between two parties to buy or sell a set amount of an asset at an agreed-upon future date with the price set today. Our futures trading allows customers to trade a variety of different asset classes, such as equity indices, energy, currencies, cryptocurrencies, metals, and other commodities at the speed of a tap with our sleek new trading ladder. In addition, our futures trading has no pattern day trading rules and provides access to potential tax benefits. Commissions and other fees apply for each futures contract traded.

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Short Selling. Short selling is an advanced trading strategy where customers borrow shares of stock, sell them at the current price in anticipation of a decline in the price of those shares, then repurchase and return the borrowed shares at the lower price. Short selling involves potentially unlimited risk. During the fourth quarter of 2025, we launched short selling on our mobile, web, and Robinhood Legend platforms.

 

Brokerage
(continued)

Since 2024, we have offered most of our brokerage services to customers in the U.K. through RHUK via a dedicated mobile application available to eligible U.K. users. Brokerage services available to our U.K. customers include commission-free trading on U.S.-listed stocks and ADRs, option trading, futures trading, fractional share trading, recurring investments, investing on margin, Fully-Paid Securities Lending, Cash Sweep, and 24 Hour Market. Further, we have introduced market-specific functionality, including multi-currency wallets that allow customers to hold and manage GBP in their brokerage account, improving the funding and trading experience for U.K. customers.

We expect to continue expanding our U.K brokerage offering with the introduction of tax-advantaged investment accounts, such as recently launched stocks and shares ISAs. A stocks and shares ISA is a U.K. specific, tax-efficient investment account that allows customers, within annual contribution limits, to invest without incurring tax on capital gains or investment income. The performance of a stocks and shares ISAs is driven by the returns of its underlying investments and is subject to the inherent risks and volatility of the equity markets.

Stock Tokens. A stock token is a derivative contract that tracks the price of a U.S. stock or ETP, giving eligible EU customers exposure to U.S. equities without owning the underlying shares. Customers can access U.S. stock and ETP tokens 24/5, with zero commissions or added spreads (other fees may apply), and receive dividend payouts that mirror the underlying stock or ETP.

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Robinhood
Crypto

Cryptocurrency Trading. We offer cryptocurrency trading in the United States through RHC. We offer cryptocurrencies in every U.S. state, the U.S. Virgin Islands, Puerto Rico, and the District of Columbia. Customers trading in the Robinhood app can choose to have orders routed to market makers commission-free or through partner exchanges via smart exchange routing for a fee. Orders placed on Robinhood Legend are all routed to the partner exchanges via smart exchange routing. We currently support trading for 58 cryptocurrencies, where available. (see “Supported Cryptocurrencies”)
Recurring Crypto Investments. We offer the ability for customers to automatically buy cryptocurrency on a schedule of their choice. As an agent, we route all cryptocurrency transactions initiated by customers to third-party market makers or exchange liquidity providers. We never act as a counterparty to our users’ buy or sell transactions. We offer Crypto Transfers, allowing customers to transfer cryptocurrency into and out of their RHC accounts without commission, where eligible.
Robinhood Connect. Developers can embed this fiat-to-crypto on-ramp tool directly into their decentralized applications, and customers can fund Web3 wallets without the need to leave decentralized applications, or dApps, for a fee.
Robinhood Crypto Trading API. Our most seasoned crypto traders can use this API to set up advanced and automated trading strategies that allow them to stay ahead of market trends, react to significant market movements, or simply trade crypto, all without needing to open the Robinhood app.
Staking. We offer staking on selected cryptocurrencies. Staking allows customers to earn rewards by locking up cryptocurrencies, subject to the network and cryptocurrency’s requirements and bonding periods.

Robinhood Crypto

(Continued)

Cryptocurrency Trading. We offer cryptocurrency trading in select jurisdictions within the EU through RHEU via a dedicated mobile application available to eligible EU users. We charge users a commission each time a user decides to buy or sell certain cryptocurrencies in the EU. RHEU currently supports trading for 74 cryptocurrencies, where available. See the list on our website at https://robinhood.com/eu/en/support/articles/about-robinhood-crypto/.
 Crypto Transfers is also available in the EU, giving EU customers greater flexibility and control over their digital assets. During 2025, we acquired Bitstamp, a globally-scaled cryptocurrency exchange with retail and institutional customers. This acquisition accelerates our expansion across Europe.
Staking. We offer staking for EU customers on selected cryptocurrencies.
Perpetual Futures. Perpetual futures are futures contracts without a fixed expiry and can be held indefinitely as long as margin requirements are met. Perpetual futures traders trade contracts that track crypto prices. This new asset class gives advanced traders more ways to trade, allowing them to capitalize on a variety of market conditions by reacting quickly when prices move, with leverage available.

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Robinhood Crypto

(Continued)
Custody

We hold all settled cryptocurrencies in custody on behalf of customers in two types of wallets: (i) hot wallets, which are managed online, and (ii) offline cold wallets, which require physical access controls. Our wallets store and transfer all the settled digital assets listed in the Glossary of Terms above using an architecture combining multi-party computation and hardware security to eliminate a single point of failure. With the exception of Bitstamp (discussed below), we do not utilize third-party custodians for settled cryptocurrencies, but we do integrate proprietary technology from a third-party industry-standard vendor into the systems we use to support the custody, transfer and settlement operations to our wallets. As noted, Bitstamp does use third party custodians. In general, the overwhelming majority of cryptocurrency coins on our platforms are held in cold storage, in facilities located in the United States and in the EU with physical security systems that we believe are state-of-the-art, though some coins are held in hot wallets to support day-to-day operations.

We maintain custody of our customers’ cryptocurrencies in omnibus wallets on behalf and for the benefit of our customers. Following the purchase of cryptocurrencies from liquidity providers, cryptocurrencies are delivered to the secure omnibus wallet, or in the case of a net sell, cryptocurrencies are moved from such wallet to the liquidity provider’s account. We have implemented strict operational protocols and permissions for cryptocurrency movement with our internal operational team to restrict access to customer wallets, and tightly control the movement of cryptocurrencies. More than one person is required to initiate and approve each large transfer, and only a small group of higher-level employees have the necessary privileges to add and authorize new addresses or to release proceeds from wallets. Access to cryptocurrency transfer interfaces is strictly controlled and requires hardware two-factor authentication to log in. To help ensure our security system functions as designed, our systems undergo security audits and are regularly subject to penetration testing.
We maintain a ledger of customers’ ownership and account balances of cryptocurrencies. Additionally, the Company’s accounting and crypto operations team has established internal control procedures and maintains records to verify the total quantity of each cryptocurrency we custody for our customers that are held in the omnibus wallets. Such controls are periodically tested by the Company’s internal financial compliance team.
We currently do not hold significant amounts of cryptocurrency for our own account. We hold small amounts of cryptocurrency assets to solely support our business operations, and we do not commingle cryptocurrencies with those of our users. We do not engage in lending transactions with cryptocurrencies held on behalf of customers. We do not seek to profit from proprietary trading and only facilitate customer transactions. In addition, we have anti-money laundering and insider trading programs intended in part to prevent self-dealing and other potential conflicts of interest, including with respect to our cryptocurrency services.

Robinhood
Wallet
Robinhood Wallet. Separately from RHC and RHEU, we offer a self-custody, web3 wallet in over 150 countries through our Cayman Islands subsidiary, Robinhood Non-Custodial Ltd., that allows customers to deposit and withdraw cryptocurrencies to and from their wallets. Customers can store and manage cryptocurrencies on the Ethereum, Bitcoin, Solana, Dogecoin, Arbitrum, Polygon, Optimism and Base networks. Certain network fees or other third-party service fees for certain transactions may apply. The Robinhood Wallet gives customers full control over their cryptocurrencies, which means they hold and maintain the private key to their assets, and does not collect any portion of network or “gas” fees imposed by the applicable network. The Robinhood Wallet is a software application that users must access via a separate application. Neither RHC nor RHEU custody any Robinhood Wallet assets.

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Robinhood
Gold
Robinhood Gold. Our subscription service grants subscribers access to a number of premium features. After an initial 30-day free trial, subscribers pay a flat recurring rate. Our premium features offered to Gold subscribers include:
• Higher Interest on Cash Sweep. Subscribers can earn a higher interest rate on the cash swept to participating banks compared to users who do not subscribe to Gold.
• Higher Match on IRA Contributions. Subscribers can earn a higher percentage match of 3% on eligible contributions compared to users who do not subscribe to Gold.
• Bigger Instant Deposits. Subscribers can immediately access instant deposit of $5,000 up to three times subscriber’s portfolio value, depending on their brokerage account balance and status.
• Access to Investing on Margin. No interest is charged on the first $1,000 in margin borrowed by each Robinhood Gold subscriber.
• Lower Fees. Subscribers can trade index options at a lower contract fee, futures with lower commissions charged, as well as have a cap on annual management fees for Robinhood Strategies accounts, compared to customers who do not subscribe to Gold.
• Exclusive Mortgage Rates. Exclusive mortgage loan offer and credit towards closing costs with Sage Home Loans Corporation.
• Professional Research. Subscribers have unlimited access to in-depth stock research reports provided by Morningstar.
• Advanced Market Data. Subscribers have the ability to see greater depth of orders for any given stock or option with Level II Market Data from Nasdaq. The ability to see multiple buy and sell requests helps subscribers understand the availability or desire for a stock at a certain price.

 

Robinhood
Gold Card
Robinhood Gold Card. Robinhood Gold Card is offered under a program agreement (“Program Agreement”) between Robinhood Credit and Coastal Bank, a member of the FDIC. There are no annual fees and no foreign transaction fees. Robinhood Gold Card is exclusively for qualified Gold Subscribers and offers rewards on each eligible purchase, which are redeemable for travel, gift cards, and shopping, or can be instantly transferred to a Robinhood Gold Card user's brokerage account to invest, earn interest, or withdraw. Robinhood Gold Card users can manage their card activities via a separate mobile application, the Robinhood Credit Card app. We are continuing to roll out Robinhood Gold Card, now in the hands of over 600 thousand customers.

 

Robinhood
Banking
Robinhood Banking. Robinhood Banking is a financial services platform offered by RHY that brings a private banking experience exclusively to Gold Subscribers. Banking services are provided by Coastal Bank. Funds held in Robinhood Banking accounts are eligible for FDIC insurance. We are continuing to roll out Robinhood Banking to Gold Subscribers.
Our premium features offered to Robinhood Banking customers include:
• High-yield checking and savings.
• On-demand cash delivery.
• 24/7 support.

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Wealth
Management
Robinhood Strategies . We offer a tailored, expert-managed wealth management service that gives our customers expert financial advice and the knowledge to effectively plan for their future.
Our premium features offered to Robinhood Strategies customers include:
• Low management fee: 0.25% annual management fee, capped at $250 per year for Gold Subscribers.
• Diversified and interactive portfolio: Portfolios are actively managed based on customers’ risk tolerance, goals, and time horizon and adjusted to reflect market conditions.
• Integrated tools: In-app performance tracking, future return simulations, and tax management features such as tax loss harvesting.
Our acquisition of TradePMR, a custodial and portfolio management platform for RIAs, expands our wealth management footprint, and 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.

 

Robinhood
Cortex
Robinhood Cortex. We offer an AI investment tool designed to provide real-time analysis and insights that help our customers better navigate the markets, identify opportunities, and stay up to date on the latest market moving news.
Our key features offered to customers include:
• Stock and Portfolio Digests: Provides concise summaries explaining market movements for individual securities and complete portfolios by analyzing relevant news and events impacting each ticker.

 

Robinhood
Ventures Fund I
In September 2025, we filed our initial prospectus to launch RVI, a listed closed-end fund that aims to offer retail investors exposure to private companies at the frontiers of their respective industries. A listed closed-end fund is an investment company that is registered under the 1940 Act. RVI’s investment program will focus on a concentrated portfolio of private companies at the frontiers of their respective industries. RVI plans to hold investments for the long term through IPO and beyond, and will seek to invest across a number of sectors.

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Education
We believe that offering educational resources is critical to advancing our mission. The more financial education people receive, the better equipped, and thus more empowered they will be to make personal investment decisions that meet their long-term goals. We’ve been expanding financial educational resources on the Robinhood Learn website for anyone to access as well as in-app education for our customers.
We offer a variety of ways for our customers to grow their financial knowledge:
• Robinhood Learn . Robinhood Learn is an online collection of guides, feature tutorials, and an extensive financial dictionary available to anyone. It is designed to provide people with a breadth of financial education and is regularly updated to ensure we provide timely and relevant information for anyone to learn and grow.
• In-App Education . Our in-app education resources cover investing fundamentals including why people invest, a stock market overview, and tips on how to define investing goals. This allows customers to understand the basics of investing before their first trade. We plan to continue to release additional Learn modules to provide customers access to information that can help build financial confidence.
• Newsfeeds . Our newsfeeds give customers access to free, premium news from sites such as Barron’s, Reuters and Dow Jones.
• Sherwood Media and Robinhood Snacks . Robinhood Snacks is an accessible digest of business news stories written for a new generation of investors. Its bite-sized news stories bring new investors the latest market-moving news without all of the complicated financial jargon. Sherwood Media is a subsidiary that is the home for news and information about the markets, economics, business, technology, and the culture of money. We offer a suite of new editorial offerings, complementing Robinhood Snacks with more always-on news updates and analysis, original reporting and new newsletter offerings.
• Crypto Learn and Earn . Our exclusive in-app educational module available to all eligible RHEU and Robinhood Wallet customers via Robinhood Learn that educates customers on the basics about cryptocurrency. Customers who complete these courses will be eligible to receive rewards, which will be paid out in cryptocurrency.

Our Technology
The Robinhood apps and Robinhood Legend are the core front-end pathways through which our customers engage with us. Our self-clearing system, order routing system, data platform, and other back-end infrastructure deliver the capabilities that allow our customers to focus on investing, saving, and spending, while also enabling us to rapidly develop products that our customers love to use.
Some of our most critical technologies include:
• Core Infrastructure and Data Platform. Our core infrastructure and data platform are built on Amazon Web Services, and our platform enables application developers to define their microservices in a simple, standardized manner while also providing built-in scalability and resiliency.
• Self-Clearing System. Our self-clearing services allow us to clear and settle trades across stocks, ETFs, and options without relying on a third-party clearing firm, an approach that provides increased internal visibility and stronger oversight and control over clearing and settlement functions.
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• Order Routing System. We built a proprietary order routing system that uses statistical models to evaluate past orders and execution quality data, and automatically routes customer orders to the market makers that have historically given customers the best prices. This competition-based system creates an incentive for market makers to provide better prices for our customers, in order to receive more orders in the future. We are committed to seeking a quality execution on every order, and our routing protocols are designed with this in mind.
• Machine Learning. We currently use machine learning and AI to improve our products and processes in certain circumstances. Our machine learning models and AI contribute to multiple capabilities across our business. For example, we use machine learning and AI to increase the efficiency of our in-app chat support, customer support workflows, fraud detection systems, and even to improve the customer experience in our newsfeed by expanding the number of sources we can pull from, parsing and categorizing these articles, and delivering highly relevant and varied news to our customers for companies, stocks, or cryptocurrencies.
• Experiments Infrastructure. To enable our rapid product development cycle, we’ve built a proprietary experimentation infrastructure that enables us to test product changes through the build process and validate research hypotheses. The iterative, customer-centric product development approach that is so core to our success is enabled by this robust internal technology.
Looking ahead, we believe we are strategically positioned at the center of two major platform shifts—AI and cryptocurrency and blockchain technology—which have the potential to transform the industry.
• Artificial Intelligence . We currently expect our adoption of AI to occur in three phases: by augmenting internal operations, by enhancing customer-facing products, and by developing sophisticated autonomous financial agents. We have successfully created operational efficiencies and brought in top-tier AI talent, including experts from leading frontier AI labs, to accelerate our advancements in AI. Additionally, we have begun to incorporate applications of generative AI into our product offerings, such as Robinhood Cortex. As a technology company, we believe we are able to rapidly adopt new tools on the way to building complex AI agents and expect to introduce significantly more in the coming year, including our first AI-native advisory products.
• Cryptocurrency and Blockchain Technology . We believe cryptocurrency and blockchain technology will fundamentally transform financial infrastructure by offering significant efficiencies as the blockchain reduces the need for traditional financial intermediaries, such as clearing houses, transfer agents, and payment processors, leading to lower operational costs. We anticipate that blockchain technology will increasingly integrate with the traditional financial system, ultimately serving as the new infrastructure for financial services. We expect that this will be driven by tokenization, which enables efficiency gains by moving traditional financial assets onto blockchain. We believe our leadership in cryptocurrency trading will position us to lead in this space and expect to continue launching new products and features that drive tokenization in the future.

Our Customers
We are empowering a new generation of financial consumers. Robinhood was built to make the financial system more accessible and transparent for everyone. We have reached customers from a wide variety of social and economic backgrounds and many of our customers have told us that Robinhood was their first brokerage account. We take pride in the fact that we are expanding the market by welcoming new investors into the financial system and helping the next generation of investors build sound long-term investing, saving, and spending habits in their prime wealth building years. We are also laser focused on being the top platform for active traders who trade more actively and use more sophisticated products.
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Customer feedback is at the heart of product development at Robinhood. We regularly communicate with our customers—not just to provide support, but also to learn more about their experiences and insights, and to respond to their feedback about our products. This keeps us connected with customers and enables us to understand their expectations, problems and opportunities they face financially. For example, in response to customer feedback, we introduced multiple accounts, allowing customers to open multiple investing accounts to organize their portfolio by asset class, time horizon, investing themes, or personal goals, all in one place. Further, in response to feedback from our active traders for advanced equity offering, we launched short selling, an important feature designed to give active traders a way to profit in down or volatile markets, and to smooth out equity trading volumes across different market conditions. These launches reflect our ongoing commitment to providing our customers with the insights and resources they need to make informed decisions and plan for the future.

Our Growth Strategies
Our growth strategies are built around three key focus areas designed to meet increasing demand from our customers and further our mission of democratizing finance for all. We believe we are still in the early stages of this journey and remain committed to expanding access to financial services through innovative products.
Establishing Ourselves as the Number One Platform for Active Traders
Our focus has been on systematically resolving issues that would lead an active trader to consider using another platform, with a particular emphasis on innovation and speed. Our strategy for being number one in active traders is centered on three main priorities:

• new product innovations such as Robinhood Cortex;
• expansion of asset classes and capabilities such as event contracts and short selling; and
• improving our tools, latency, and charting to be best-in-class, particularly on Robinhood Legend.
Becoming the Number One in Wallet Share for the Next Generation
Many of our customers are just beginning their financial journeys. As our next generation customers grow their wealth, we aim to grow with them, meeting their evolving financial needs from saving, spending, or facilitating payments. Our strategy for being number one in wallet share for the next generation is centered on three main priorities:
• build new products that cover the next generation’s remaining core financial needs, such as Robinhood Banking and advisory. Multigenerational advisory is a key pillar of our future product roadmap and will be strengthened by the expanded investment advisory and custodial capabilities gained through our acquisition of TradePMR;
• innovate on incentives, particularly through Robinhood Gold, to provide our customers with greater value as their assets grow with us; and
• reduce withdrawals and increase deposits by further streamlining the process for customers to onboard, deposit funds, and transfer assets into Robinhood.
Building the Number One Global Financial Ecosystem
As we continue expanding internationally, we see substantial opportunity ahead to deepen our global presence. We have leveraged our strengths as a technology and innovation leader in the U.S. and expanded our reach globally in the U.K. with brokerage services and in the EU with cryptocurrency trading. We are continuing our expansion internationally with our pending acquisitions of WonderFi in Canada, and PT Buana Capital Sekuritas and PT Pedagang Aset Kripto in Indonesia. We have also
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taken our first steps in the business-to-business and institutional markets through our acquisitions of Bitstamp and TradePMR (Refer to Note 3 - Business Combinations to our consolidated financial statements in this Annual Report for more information). Our strategy for building a global financial ecosystem is centered on three main priorities:
• launch new products and features that further our tokenization efforts, such as Robinhood Chain, a permissionless Layer 2 blockchain optimized for real-world assets, from public to private to global;
• prioritize functionality that creates value for our customers across our platforms globally, and not just focusing on one individual market, such as multi-currency accounts, staking and stock tokens trading in the EU; and
• introduce and expand market-specific functionality, such as recently launched stocks and shares ISAs in the U.K.
We consider factors such as population size and demographics, legal and regulatory environments, general investing attitudes and the competitive landscape in potential new markets prior to pursuing such expansion. This drove our decision to open an office in Singapore as our APAC headquarters. Our plans to pursue international expansion are dependent on a variety of external factors, including, among other things, our obtaining required regulatory approvals, authorizations, licenses and consents, our obtaining and protecting intellectual property rights abroad, and the identification of, and successful entry into new business partnerships with third-party service providers that would be necessary to provide our products and services in the relevant local market.

Competition
We believe that we are changing the consumption patterns for financial products and services and growing the market, but will continue to face competition from other firms including large legacy financial institutions, large technology companies, and smaller, new financial technology entrants.
We believe that the key competitive factors in our market include:
• product innovation, including features, quality, and functionality;
• operating efficiency;
• engineering talent;
• brand recognition;
• security and trust;
• cloud-based architecture;
• regulatory licenses; and
• vertical integration.
We seek to differentiate ourselves from competitors primarily through our vertically integrated mobile and desktop platforms, and focus on accessibility, customer experience, and trust. We believe that our ability to innovate quickly further differentiates our platforms from our competition. We believe we compete favorably across all key competitive factors and that we have developed a business model that is difficult to replicate.
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Our Competitive Advantages
We believe we have a number of competitive advantages that position us well to serve an increasing portion of the population and the broader global financial ecosystem.
Creative Product Design
We believe archaic, cumbersome digital platforms reinforce legacy barriers to participation in the financial system. We put design at the center of our product with the goal of building long-term relationships with customers. We involve our talented product designers early and often throughout our product development process to create intuitive and elegant experiences that efficiently address our customers’ needs. Our customer-centric approach has made our platform easy to use, informative, and familiar in look and feel for a generation of mobile-first customers. For example, we seamlessly integrate information into our platform through Robinhood Learn and our newsfeed, which offers free news from trusted sources including Barron’s, Reuters, and Dow Jones. In addition, we continue to work to deliver an intuitive product experience including developing and implementing designs to celebrate investing milestones of our customers in a responsible way. While many of our products are designed mobile-first, allowing us to offer attractive investing, spending, and saving experiences as more people shift their daily financial services activities to the palm of their hands, we have also introduced Robinhood Legend, which we are in the process of scaling to all supported asset classes and capabilities.
Category-Defining Brand
We believe Robinhood today is a symbol of retail investing and finance in America, and we are committed to expanding our reach globally. By taking a fresh, people-centric approach and creating a delightful, engaging customer experience, we believe we have built a trusted, category-defining brand that has made investing socially relevant for the next generation.
The relationship we have built with our customers has led many to want to talk about Robinhood and share their experience with their friends and family. We believe the excitement around Robinhood demonstrates how our innovative approach to financial products has built deep, loyal customer relationships and positioned us well to continue attracting new people to our platform, and sharing new product experiences with our customers.
Financial Services at Internet Scale
Our people-centric approach has driven customer enthusiasm and engagement, resulting in rapid adoption of our products. We designed our platform to provide our customers with relevant, accessible information when they need it most. Being an investor involves following a regular cycle of events—news releases, earnings announcements, transaction executions—that creates a regular cadence of content and information. We use our platform, from push notifications to widgets, to provide seamless customized updates to our customers. This engenders trust, creates enduring long-term relationships, and has resonated with our customers.
Vertically Integrated Platform
We design our own products and services and deliver them through app-based and desktop platforms supported by proprietary technology that has been cloud-based from the start. We are a licensed introducing broker-dealer, a licensed clearing broker-dealer, a licensed money-transmitter, and a registered futures commission merchant. Our digitally-native technology stack also gives us control over our product development from end-to-end, enabling faster development times, better customer experiences, stronger unit economics, greater flexibility, and a robust and dynamic risk management framework. Our vertically integrated platform has enabled us to rapidly introduce new products and services such as index options, futures, and event contracts, while also supporting our ability to scale.
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Operating Efficiency
We believe our operating efficiency and disciplined approach to managing fixed costs, along with our technology-first approach to product development and customer service, creates a cost advantage that allows us to competitively price our offerings while profitably serving our customers.

Seasonality
Our business can be subject to seasonal fluctuations due to such factors as retail interest in investing and cryptocurrency trading, overall number of market participants and trading volumes, varying numbers of trading days from quarter-to-quarter, declines in trading activity around holidays, and proxy and investor communications activity during proxy season. Seasonal trends may be superseded by market or macroeconomic events, which can have a significant impact on equity and cryptocurrency valuations and trading activity.

Human Capital
To deliver on our ambitious product roadmap, we must foster a great culture, one centered on high performance, strong community, and investing in top talent.
High Performance Culture
We design our talent programs to motivate, recognize, and reward high performance. Our lean organizational structure creates more opportunities for impact, clarity, and growth. We support job-specific capabilities and training to help develop behavioral and leadership capabilities for all employees.
Top Talent
Our culture of innovation is central to how we attract and keep exceptional people. We’re focused on bringing in the top talent in our industry and doing so from a range of backgrounds and experiences to meet the current and future demands of our business. As of December 31, 2025, we had approximately 2,900 full-time employees.
Community and Employee Engagement
Robinhood aims to build an inclusive workplace where everyone feels valued and empowered. We value the benefits of working in-person and create office environments that foster collaboration and connection. We also aim to support an inclusive community through nine ERGs: Asianhood, Black Excellence, Christianhood, Divergent, Latinhood, Parenthood, Rainbowhood, Veterans at Robinhood, and Women at Robinhood.
Employee Incentives and Benefits
We offer highly competitive compensation for employees and benefits for themselves and their families. All employees are eligible for variable incentive pay (bonus and/or equity) that is directly linked to individual and/or company performance. Our comprehensive benefits are designed to attract the best talent and to ensure Robinhood employees are supported. Some notable benefits that our employees value include employer-paid health benefits, fertility benefits, a flexible lifestyle wallet that can be used for wellness, education or other benefits, generous paid family leave, and retirement savings with employer match.

Intellectual Property
Our success and ability to compete are significantly dependent on our core technology and intellectual property. We rely on trademarks, patents, copyrights, trade secrets, know-how and expertise,
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registered domain names, intellectual property assignment agreements, confidentiality procedures, license agreements, and non-disclosure agreements to establish and protect our intellectual property and proprietary rights, although we do not consider any individual piece of our intellectual property to be material to our business, taken as a whole. We seek to protect our intellectual property and proprietary rights, including our proprietary technology, software, know-how and brand, by relying on a combination of federal, state, and common law rights in the United States and other countries, as well as on contractual measures. However, these laws, agreements, and procedures provide only limited protection. It is our practice to require employees, consultants, contractors and other third parties to enter into confidentiality, non-disclosure, and invention assignment agreements. We also enter into confidentiality and non-disclosure agreements with additional third parties as appropriate. These measures are designed to limit access to, and disclosure and use of, our confidential information, trade secrets, know-how, and proprietary technology. We do not believe that our proprietary technology is dependent on any single or group of patent(s), trademark(s), copyright(s), domain name(s), license(s), assignment agreement(s), or any other form of intellectual property.
Though we rely in part upon these legal and contractual protections, we believe that factors such as the skills and ingenuity of our employees and the functionality and frequent enhancements to our solutions are larger contributors to our success in the marketplace. Any of our intellectual property rights might be successfully challenged, opposed, diluted, misappropriated, or circumvented by others or invalidated, narrowed in scope or held unenforceable through administrative process or litigation in the U.S. or in non-U.S. jurisdictions. Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are evolving and uncertain and any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our trade secrets and intellectual property rights. Our efforts to enforce our intellectual property rights might also be met with defenses, counterclaims, and counter-suits attacking the validity and enforceability of our intellectual property rights.
We have an ongoing trademark, service mark, and copyright registration program pursuant to which we register our brand names and solution names, taglines, designs, and logos in the United States and certain other jurisdictions to the extent we determine appropriate and cost-effective. We are the registered owners of U.S. and international trademarks, trademark applications, and registrations and domain names in the U.S. and foreign countries that include the primary brand “Robinhood,” including variations thereof, as well as brands, tag lines, and other branding elements for other Robinhood products and services, such as our Robinhood Snacks newsletter and media content. We also have common law rights in certain unregistered trademarks and copyrights that were established over years of use. Additionally, we have an ongoing patent registration program pursuant to which we register and acquire certain design and utility patents in the United States and certain other jurisdictions to the extent we determine appropriate and cost-effective. We are the authorized user of a variety of social media handles, pages, and profiles that reflect our primary brand. In addition, we have a suite of defensively registered domain names. We believe that the protection of our trademark rights is an important factor in product recognition, protecting our brand, combating fraud, and maintaining goodwill. We believe the duration of our patents, trademarks, copyrights, and licenses is adequate relative to the expected lives of our products. Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to enforce our trademark rights and to determine the validity and scope of the trademark rights of others.
Despite our efforts to obtain, maintain, protect, defend, and enforce our intellectual property rights, we cannot be certain that the steps we have taken will be sufficient or effective to prevent the unauthorized access, use, copying, or the reverse engineering of our technology and other proprietary information, including by third parties who might use our technology or other proprietary information to develop services that compete with ours, and our intellectual property rights might not be respected in the future or might be invalidated, circumvented, or challenged. Although we do not consider any individual piece of our intellectual property to be material to our business, taken as a whole, see “Risk Factors—Risks
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Related to Our Intellectual Property” for a more comprehensive description of risks related to our intellectual property and proprietary rights.

Regulation
U.S. and non-U.S. laws and regulations apply to many key aspects of our current business operations and future business plans. Failure to comply with these requirements may result in, among other things, revocation of required licenses or registrations, loss of approved status, private litigation, administrative enforcement actions, sanctions, civil and criminal liability, and constraints on our growth or ability to continue to operate. For additional information relating to regulation and regulatory actions, see “Risk Factors—Risks Related to Regulation and Litigation,” “Risk Factors—Risks Related to Cybersecurity and Data Privacy,” and “Risk Factors—Risks Related to Cryptocurrency Products and Services.”
Broker-Dealer Regulation
As broker-dealers, our subsidiaries RHS, RHF, and TradePMR are subject to extensive regulation by federal, state and SROs, and are subject to laws and regulations covering all aspects of the securities industry. Federal, state and SROs, including the SEC and FINRA, can, and in some cases have in the past, among other things, investigate, censure or fine us, issue cease-and-desist orders or otherwise restrict our operations, require changes to our business practices, products or services, limit our marketing or acquisition activities or suspend or expel a broker-dealer or any of its officers or employees. Similarly, state attorneys general and other state regulators, including state securities and financial services regulators, can bring and have in the past brought legal actions on behalf of the residents of their states to assure compliance with state laws. In addition, criminal authorities such as state attorneys general or the DOJ may institute civil or criminal proceedings against us for violating applicable laws, rules, or regulations.
The SEC and FINRA have stringent rules and regulations with respect to the maintenance of specific levels of net capital by regulated entities. Generally, a broker-dealer’s capital is its net worth plus qualified subordinated debt less deductions for certain types of asset. The Net Capital Rule under the Exchange Act specifies that at least a minimum part of a broker-dealer’s assets be maintained in a relatively liquid form. Changes to or expansion of the Net Capital Rule, or an unusually large charge against our broker-dealer’s net capital, could limit our operations. See “—Risks Related to Our Business—We might need additional capital to provide liquidity and support business growth and objectives, and this capital might not be available to us on reasonable terms, if at all, might result in stockholder dilution, or might be delayed or prohibited by applicable regulations.” A large charge or operating loss against our net capital could adversely impact our ability to maintain or expand current business, which could have a material adverse impact on our business and financial condition. If one of our regulated entities fails to maintain its required net capital, it may be subject to suspension or revocation of its registration by regulatory authorities and suspension or expulsion by these regulators could lead to the entity’s liquidation.
Money-Transmitter Regulation
As money transmitters, our subsidiaries RHC and RHY are subject to regulation, primarily at the state level. We are also subject to regulation by the CFPB. We have obtained or are in the process of obtaining licenses to operate as a money transmitter (or as another type of regulated financial services institution, as applicable) in the United States and in the states and territories where this is required. As a licensed money transmitter, we are subject to obligations and restrictions with respect to the investment of customer funds, reporting requirements, bonding requirements, and inspection by state regulatory agencies concerning those aspects of our business considered money transmission. Evaluation of our compliance efforts, as well as the questions of whether and to what extent our products and services are considered money transmission, are matters of regulatory interpretation and could change over time. There are substantial costs and potential product and operational changes involved in maintaining and renewing these licenses, certifications, and approvals, and we could be subject to fines, other enforcement actions, and litigation if we are found to violate any of these requirements. There can be no
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assurance that we will be able to (or decide to) continue to apply for or obtain any such licenses, renewals, certifications, and approvals in any jurisdictions. In certain markets, we might rely on local banks or other partners to process payments and conduct foreign currency exchange transactions in local currency, and local regulators might use their authority over such local partners to prohibit, restrict, or limit us from doing business. The need to obtain or maintain these licenses, certifications, or other regulatory approvals could impose substantial additional costs, delay or preclude planned transactions, product launches or improvements, require significant and costly operational changes, impose restrictions, limitations, or additional requirements on our business, products, and services, or prevent us from providing our products or services in a given market.
BaaS Regulation
With the invite-only launch of our Robinhood Banking program, which utilizes BaaS in partnership with Coastal Bank, our subsidiary, RHY, is primarily responsible for the program’s risk management and compliance with applicable federal and state consumer banking laws and regulations. These include, among others, the Electronic Fund Transfer Act implemented by Regulation E, the Truth in Savings Act implemented by Regulation DD, the Expedited Funds Availability Act implemented by Regulation CC, the Bank Secrecy Act, and the USA PATRIOT Act. Federal bank regulators have increasingly focused on risks related to BaaS, including bank oversight, risk management, internal controls, information security, change management and information technology operational resilience. If RHY or Coastal Bank were to face regulatory actions that limit the growth of Robinhood Banking, or if we were forced to stop growing Robinhood Banking, or if Coastal Bank were to limit or cease their participation, this could negatively impact the operation of Robinhood Banking and our revenue. With respect to this portion of our business, we also could be subject to regulatory scrutiny, fines or other penalties, and business or reputational harm that could adversely affect our financial condition.
Anti-Money Laundering and Counter-Terrorist Financing
We are subject to AML laws and counter-terrorist financing laws and regulations in the United States, the U.K., the EU and Singapore. Under the USA Patriot Act, broker-dealers and money transmitters are required to “know your customer” and to monitor their customers’ transactions for suspicious transactions. In the U.K., the Financial Services and Markets Act 2000 is the primary regulation for all financial services in the U.K. This law designates the Financial Conduct Authority as the main AML regulator and provides guidelines for its duties. In Singapore, the Securities and Futures Act 2001 regulates all financial institutions involved in the securities and derivatives industry, capital markets services, and related activities. The Financial Services and Markets Act 2022 is the omnibus Act for sector-wide regulation that centralizes provisions for AML/CFT, technology risk management, and the MAS’s harmonized enforcement powers across all financial institutions.
As required by the USA Patriot Act and other rules, we have established comprehensive AML, customer identification and transaction surveillance designed to prevent our financial services from being used to facilitate money laundering, terrorist financing, and other illicit activity. Our program is also designed to prevent our products and services from being used to facilitate business in countries, or with persons or entities, included on designated government sanctions lists, including lists promulgated by OFAC, Specially Designated Nationals and Blocked Persons lists, and equivalent foreign lists. Additionally, we have designed and implemented restrictions to prevent certain types of high-risk activity, including account opening fraud, and systems to identify potentially manipulative patterns of trading or higher risk patterns of money movements, and report such activities and transactions, where appropriate. Our AML compliance program includes policies, procedures, reporting protocols, and internal controls, including the designation of AML compliance officers. This program is designed to address these legal and regulatory requirements, while managing risk associated with money laundering and terrorist financing. Anti-money laundering regulations are constantly evolving, thus we actively monitor our compliance with AML rules and regulations and industry standards, and continuously implement policies, procedures, and internal controls in light of current legal requirements.
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Cryptocurrency Regulation
As noted above, in the U.S., states primarily regulate RHC as a money transmitter. RHC also is registered with the Financial Crimes Enforcement Network. The laws and regulations applicable to cryptocurrency are evolving and subject to interpretation and change. Therefore, our current and future cryptocurrency services may be or become subject to additional licensing and regulatory requirements by other state and federal authorities. Failure to comply with these requirements may result in, among other things, revocation of required licenses or registrations, loss of approved status, private litigation, administrative enforcement actions, sanctions, civil and criminal liability, and constraints on our ability to grow or to continue to operate.
Data Privacy and Security
We are also subject to a variety of federal, state, local, and non-U.S. laws and regulations regarding data privacy and security. In the U.S., federal law, such as the Gramm-Leach-Bliley Act of 1999 and its implementing regulations, restricts certain collection, processing, storage, use and disclosure of personal data, requires notice to individuals of privacy practices and provides individuals with some rights to prevent the use and disclosure of nonpublic or otherwise legally protected information. These rules also impose requirements for the safeguarding and proper destruction of personal data through the issuance of data security standards or guidelines. The U.S. government, including Congress, the Federal Trade Commission and the Department of Commerce, has also announced that it is reviewing the need for greater regulation for the collection, use, and other processing of information concerning consumer behavior on the internet, including regulation aimed at restricting some targeted advertising practices, and numerous states, including but not limited to California through the California Consumer Privacy Act, as modified by the California Privacy Rights Act, have enacted or are in the process of enacting state-level data privacy laws and regulations governing the collection, use, and other processing of state residents’ personal data. The NYDFS also issued Cybersecurity Requirements for Financial Services Companies, which took effect in 2017, and which require banks, insurance companies, and other financial services institutions regulated by the NYDFS including RHC, to establish and maintain a cybersecurity program designed to protect consumers and ensure the safety and soundness of New York State’s financial services industry. We are also subject to, or expect to be subject to, the General Data Protection Regulation, the Digital Operational Resilience Act, the ePrivacy Directive (including its national implementations), the Singapore Personal Data Protection Act, and other privacy, data security, and data protection laws and regulations in connection with our expansion into the U.K., the EU, Singapore, and other jurisdictions. Failure to comply with these requirements may result in, among other things, revocation of required licenses or registrations, loss of approved status, private litigation, administrative enforcement actions, sanctions, civil and criminal liability, and constraints on our ability to continue to operate.
Communications Regulation
We send texts, emails, and other communications in a variety of contexts, such as when providing digital transaction confirmations and marketing. Communications laws and regulations, including those promulgated by the Federal Communications Commission, apply to certain aspects of this activity in the United States and elsewhere.
Credit Card Regulation
Robinhood Credit is a financial technology company that offers customers access to credit cards and rewards program. Robinhood Credit is not a bank, and its credit card is issued by Coastal Bank, member FDIC, pursuant to a license from Visa U.S.A. Inc. Because of its role in offering customers access to a credit card, Robinhood Credit is subject to the jurisdiction of the CFPB. The CFPB has broad authority over Robinhood Credit’s business, including authority to write regulations under federal consumer financial protection laws such as the TILA and the ECOA, and to enforce those laws against and examine large financial institutions, such as Coastal Bank, for compliance. The CFPB is authorized to prevent
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“unfair, deceptive or abusive acts or practices” through its regulatory, supervisory and enforcement authority. Robinhood Credit is subject to the regulatory and enforcement authority of the CFPB, as a facilitator, servicer or acquirer of consumer credit. As a vendor to Coastal Bank, Robinhood Credit is also subject to examination by federal banking regulators, such as the Federal Reserve Board, with respect to the marketing, customer screening and servicing activities undertaken by Robinhood Credit on Coastal Bank’s behalf. In addition, Robinhood Credit may be considered to qualify as a “debt collector” and federal, state and local statutes establish specific guidelines and procedures which debt collectors must follow when collecting consumer receivables. The FDCPA and comparable state and local laws establish specific guidelines and procedures which debt collectors must follow when communicating with consumers, including the time, place and manner of the communications. Robinhood Credit has policies and procedures in place to comply with the applicable provisions of the TILA, ECOA, FDCPA and other applicable federal law and comparable regulations in all of its activities. Failure to comply with these laws and regulatory requirements applicable to Robinhood Credit’s business may, among other things, subject Robinhood Credit to damages, revocation of required licenses, class action lawsuits, administrative enforcement actions, and civil and criminal liability, which may harm Robinhood Credit’s business and its ability to maintain its partnerships and product offerings.
Finally, Robinhood Credit’s activities are subject to certain state licensing requirements. Because of its partnership with Coastal Bank for the issuance of credit card accounts, Robinhood Credit believes in most states it operates it is exempt from or satisfies relevant licensing requirements with respect to the origination of credit card accounts that Robinhood Credit facilitates. However, Robinhood Credit may need one or more state licenses to broker, acquire, service and/or enforce loans. As needed, Robinhood Credit has and will continue to endeavor to apply and obtain the appropriate licenses. Although Robinhood Credit will periodically evaluate the need for licensing in various jurisdictions, there is a risk that, at any given time, Robinhood Credit will not have the necessary licenses to operate in all relevant jurisdictions or that Robinhood Credit will not be in full compliance with all applicable requirements. If Robinhood Credit is found to not have complied with applicable laws, regulations or requirements in any jurisdiction, Robinhood Credit could lose one or more of its licenses, become subject to a consent order or administrative enforcement action, need to modify or suspend certain of its business practices (including limiting the maximum Annual Percentage Rates offered to credit card applicants), or be required to obtain a license in such jurisdiction, any of which may harm Robinhood Credit’s business.
Authorized Activities in the U.K.
RHUK is authorized and regulated by the FCA in the U.K. to carry on certain regulated activities related to the provision of investment services. The FCA regulates the financial services industry in the U.K. Its role is to ensure the financial markets work for individuals, businesses, and the overall economy by protecting consumers, maintaining market integrity and promoting effective competition. If RHUK and/or its personnel fail to meet FCA standards, including, but not limited to, RHUK’s compliance with its obligations under Consumer Duty rules and guidelines, the FCA can deploy a wide range of measures to enforce compliance, including among other things, withdrawing a firm’s authorization, prohibiting and suspending firms and individuals from undertaking regulated activities, issuing fines, and bringing criminal prosecutions.
Regulation in Singapore
RHSG is currently applying for its Capital Markets Services license with the MAS, to conduct certain regulated activities such as dealing in capital markets products, product financing and the provision of custodial services for securities.
Cryptocurrency Regulation in the European Union
RHEU offers cryptocurrency services to eligible customers in select jurisdictions in the EU and is regulated by the Bank of Lithuania as a financial brokerage firm and a crypto-asset service provider. RHEU is supervised by the Lithuanian Financial Crime Investigation Service under the Ministry of the
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Interior of the Republic of Lithuania. RHEU holds a MiCA license issued by the Bank of Lithuania. MiCA introduces a comprehensive authorization and compliance regime for crypto asset service providers and a disclosure regime for the issuers of certain crypto assets, which is expected to impact our operations in the EU. RHEU also intends to expand its offerings. Failure to comply with applicable Lithuanian rules and regulations, and similar laws, rules and regulations in other EU countries could result in fines or other legal consequences for RHEU. RHEU also provides investment and ancillary services pursuant to the Republic of Lithuania’s law on Markets in Financial Instruments.
In addition, RHEU and Bitstamp Financial Services Ltd. are licensed under MiFID to provide brokerage, multilateral trading facilities and/or investment advisory services. Compliance with MiFID imposes extensive regulatory requirements on our operations in the EU, including obligations related to client classification, product governance, transaction reporting, and best execution standards. As a result of holding both MiCA and MiFID licenses, we are subject to comprehensive regulation covering virtually all financial and crypto activities within the EU. This dual licensing framework subjects us to broad and evolving supervisory regimes governing traditional financial instruments, crypto-assets, client protections, disclosure obligations, and operational standards.
Futures and Commodity Industry Regulations
The principal operations of our subsidiary RHD are to facilitate trading of futures contracts, event contracts, and options on futures contracts for our customers. RHD is registered with the CFTC as an FCM and is a member of the NFA. RHD is also a registered swap firm with the CFTC for trading cleared swaps. RHD is required to comply with a wide range of requirements imposed by the CFTC and the NFA. The commodity futures, commodity options, and cleared swaps industries in the U.S. are subject to regulation under the CEA. The CFTC is the U.S. federal agency charged with the administration of the CEA. RHD is subject to the margin rules issued by the CFTC. RHD is also subject to NFA regulation, including requirements pertaining to cybersecurity and supervision.
The CFTC has stringent rules and regulations with respect to the maintenance of specific levels of net capital required by regulated entities. RHD is subject to the CFTC’s minimum financial requirements under the CEA. Generally, an FCM’s capital is its net worth plus qualified subordinated debt less deductions for certain types of assets. See “—Risks Related to Our Brokerage Products and Services— Our exposure to credit risk with customers, Liquidity Providers, and other counterparties could result in losses.” A large charge or operating loss against RHD’s net capital could adversely impact its ability to maintain or expand current business, which could have a material adverse impact on its business and financial condition. If RHD fails to maintain its required net capital, it may be subject to suspension or revocation of its registration by regulatory authorities and suspension or expulsion by these regulators could lead to the entity’s liquidation.
Anti-Bribery and Anti-Corruption Regulations
We are subject to anti-bribery and anti-corruption regulations imposed by the FCPA in the U.S. and the Bribery Act in the U.K., which generally prohibit companies and those acting on their behalf from making improper payments to foreign government officials for the purpose of obtaining or retaining business. The Bribery Act also prohibits improper payments between private entities and persons. Additionally, the FCPA requires issuers to maintain accurate books and records and have a system of internal controls sufficient to, among other things, provide reasonable assurances that transactions are executed and assets are accessed and accounted for in accordance with management's authorization.
The sanctions for FCPA and Bribery Act violations can be significant. The SEC may bring civil enforcement actions against issuers and their officers, directors, employees, stockholders, and agents for violations of the anti-bribery or accounting provisions of the FCPA. Companies and individuals that have committed violations of the FCPA may have to disgorge their ill-gotten gains plus pay prejudgment interest and substantial civil penalties. Companies may also be subject to oversight by an independent consultant. In the U.K., the Serious Fraud Office has also published various policies and internal guidance
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documents for investigators and prosecutors considering bribery offenses. The consequences for individuals and organizations found guilty of an offense under the Bribery Act can be serious. The maximum sentence is 10 years for individuals who commit such offenses. Organizations are liable for an unlimited fine; removal of tainted proceeds; debarment from public sector contracts/tenders, as well as the disruption and cost of a law enforcement investigation; and directors may be disqualified from acting as a director for up to fifteen years.
Investment Advisory Regulations
Our investment advisory subsidiaries RAM and RHV are SEC-registered investment advisers, and accordingly subject to regulation by the SEC. Among other things, registered investment advisers must comply with certain disclosure obligations, advertising and fee restrictions and requirements relating to client suitability, conflicts, recordkeeping, fiduciary obligations, and custody of funds and securities. Registered investment advisers are also subject to anti-fraud provisions under both federal and state law.
Environmental Regulation
We are subject to applicable federal, state, local and foreign laws and regulations relating to climate risk and environmental impact, including those required by the U.S. Environmental Protection Agency. In addition, we are, or may become, subject to various climate disclosure regimes regulating the disclosure of GHG emissions and related information, such as the EU’s Corporate Sustainability Reporting Directive, California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, and the SEC’s final rules under SEC Release No. 34-99678 and No. 33-11275 entitled “The Enhancement and Standardization of Climate-Related Disclosures for Investors.” The interpretation and enforcement of such climate disclosure regimes remains uncertain, and compliance may require the investment of significant resources, increase our costs, disrupt our business operations and pose reputational and other risks.
AI Regulation
As we continue to expand into a global financial ecosystem, we are subject to laws, regulations, and industry standards that develop in response to the use of AI. The EU’s AI Act governs the development, marketing, and use of AI in the EU and could impose significant additional costs on us to comply or we may face significant fines for failing to comply. On a state level, California and Colorado enacted a range of laws regulating the use and development of AI, which generally relate to transparency, privacy and fairness, among other concerns, which may impact our development and/or deployment of AI and machine learning. The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including with respect to intellectual property ownership and licensing rights, cybersecurity, and data protection laws.

Available Information
On our investor relations website, investors.robinhood.com, we post the following filings after they are electronically filed with or furnished to the SEC: Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Beneficial Ownership Reports on Forms 3, 4, and 5, and amendments to those reports filed or furnished pursuant to Sections 13(a), 15(d), or 16 of the Exchange Act. All such filings are available, free of charge, on our website as soon as reasonably practicable after we file such material electronically with, or furnish it to, the SEC. The SEC also maintains a website that contains our SEC filings. The address of the site is www.sec.gov.
We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website. Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings releases, and blogs as part of our investor relations website. 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
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broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure. 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 Annual 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.

ITEM 1A. RISK FACTORS
A description of the risks and uncertainties associated with our business is set forth below. You should carefully consider the risks and uncertainties described below, as well as the other information included in this Annual Report, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our business, financial condition, results of operations, and prospects could be materially and adversely affected by any of these risks or uncertainties. In that case, the trading price of our Class A common stock could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we currently see as immaterial might also adversely affect our business. Some statements in this Annual Report, including statements in the following risk factors, constitute forward-looking statements. Please refer to “Cautionary Note Regarding Forward-Looking Statements.”

Summary of Risk Factors

Our business is subject to a number of risks and uncertainties including those described at length in the Risk Factors section below. We consider the following to be our most material risks:

• We might not grow in line with historical rates.

• We have expanded and continue to expand our operations rapidly, including continuing to introduce new products and services on our platforms as well as geographic expansion, which subjects us to a number of uncertainties, risks, and difficulties that could adversely affect our business.

• Our results of operations and other operating metrics fluctuate from quarter to quarter, which makes these metrics difficult to predict.

• Factors that affect transaction-based revenue - such as reduced spreads in securities pricing, reduced levels of trading activity generally, changes in our business relationships with or disruption in the services provided by Liquidity Providers (as defined below), and any new regulation of, or any bans on, PFOF and similar practices - might result in reduced profitability, increased compliance costs, and negative publicity.

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

• As registered broker-dealers, we are subject to “best execution” requirements under SEC guidelines and FINRA rules. We could be penalized if we fail to comply with these requirements and these requirements might be modified in the future in a way that could harm our business.

• Unfavorable media coverage and other events that harm our brand and reputation have in the past, and may in the future, adversely affect our revenue and the size, engagement, and loyalty of our customer base.

• Our business has been and might continue to be harmed by changes in business, economic, or political conditions that impact global financial markets, or by a systemic market event.
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• Our future success depends on the continuing efforts of our key employees and our ability to attract and retain senior management and other highly skilled personnel.

• Rothera, owned and operated as a joint venture with SIG, operates a futures and derivatives exchange and clearinghouse through its subsidiary, Rothera E&C. We do not wholly own or operationally control Rothera and its subsidiaries, and actions taken by Rothera and its subsidiaries could adversely affect our business, financial condition, results of operations, and reputation.

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

• Our business is subject to extensive, complex and changing laws and regulations, and related regulatory proceedings and investigations. Changes in these laws and regulations, or our failure to comply with these laws and regulations, could harm our business.

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

• We are involved in numerous litigation matters that are expensive and time consuming, and, if resolved adversely, could expose us to significant liability and reputational harm.

• Our ability to offer event contracts is subject to the outcome of currently ongoing and potential future regulatory enforcement actions and litigation, as well as potential changes in federal or state law, that could immediately or subsequently prevent us from offering, or continuing to offer, event contracts.

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

• If we fail to retain existing customers or attract new customers, or if our customers decrease their use of our products and services, our revenue will decline.

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

• We rely on third parties to perform some key functions, and their failure to perform those functions could adversely affect our business, financial condition and results of operations.

• We continue to incorporate AI technologies into some of our products and processes. These technologies may present business, compliance, and reputational risks.

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

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

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

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

• If the SEC, a state regulator or a private litigant alleges that staking services we offer in the U.S. involve unregistered offers and sales of securities or unregistered securities broker-dealer activity in violation of the Securities Act, the Exchange Act or applicable state laws or regulations, and the courts agree with such plaintiff, we may be required to cease our staking activities and may be subject to monetary and other penalties.

• Cryptocurrency laws, regulations, and accounting standards are often difficult to interpret and are rapidly evolving in ways that are difficult to predict. Changes in these laws and regulations, or our failure to comply with them, could negatively impact cryptocurrency trading on our platforms.

• Our introduction of Robinhood Stock Tokens in the EEA may expose us to significant regulatory, litigation, contractual, operational, and reputational risks.

• The multi-class structure of our common stock has the effect of concentrating voting power with our founders, which limits your ability to influence the outcome of matters submitted to our stockholders for approval. In addition, the Founders’ Voting Agreement (as defined below) and any future issuances of our Class C common stock could prolong the duration of our founders’ voting control.

Risks Related to Our Business

We might not grow in line with historical rates.

We have grown rapidly since our founding. However, the circumstances that accelerated the growth of our business in the past, including an extended period of general macroeconomic growth in the U.S., as well as growth in the financial services and technology industries, may not exist in the future. You should not rely on our revenue or key business metrics for any previous quarterly or annual period as any indication of our revenue, revenue growth, key business metrics or key business metrics growth in future periods.

We might experience declines in the growth of our business (or negative growth) as a result of a number of factors, including slowing demand for our platforms, insufficient growth in the number of customers that utilize our platforms, declines in the level of usage of our platforms by existing customers, macroeconomic factors, increasing competition, a decrease in the growth of our overall market, or our failure to continue to capitalize on growth opportunities, including as a result of our inability to scale to meet such growth and economic conditions that have, in some instances, and could continue to reduce financial activity and the maturation of our business, among others. We also may not realize the intended benefits of acquisitions of, or investments in, other companies, products or technologies intended to grow our business. Any failure to successfully address these risks and challenges as we encounter them, will negatively affect our growth. Our revenue growth rate has declined in the past and if our revenue growth rate were to decline in the future, investors’ perceptions of our business and the trading price of our Class A common stock could be adversely affected.

We have expanded and continue to expand our operations rapidly, including continuing to introduce new products and services on our platforms as well as geographic expansion, which subjects us to a number of uncertainties, risks, and difficulties that could adversely affect our business.

We have expanded and continue to expand our operations rapidly, including continuing to introduce new products and services on our platforms as well as geographic expansion, which makes it difficult to evaluate our current business and future prospects, and subjects us to a number of uncertainties, including our ability to plan for, model, and manage potential future growth and risks. For example, we
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have undertaken multiple restructurings, and in the past, have implemented significant workforce reductions and have scaled back hiring plans. These actions were driven by a general downturn in economic and market conditions. While these steps were taken to improve operational efficiency, there can be no assurance that further restructuring or workforce reductions will not be necessary in the future. As part of our ongoing efforts in the normal course of business, we also continuously evaluate whether we are appropriately staffed to be cost efficient. From time to time, we have reduced our staff in certain departments as we saw increased productivity and opportunities for greater efficiency under a leaner operating model while continuing to deliver great service and innovation for our customers.

Such efforts to control costs have in the past resulted, and might in the future result in reduced productivity and deteriorating workforce morale, which can cause our business initiatives to suffer. However, as market conditions improve, we also face a risk that renewed business growth could strain our existing resources, or that we are not able to effectively scale up in response, and we could experience ongoing operating difficulties in managing our business across numerous jurisdictions, including difficulties in hiring, training, and managing a dispersed employee base.

We have also encountered, and will continue to encounter, risks and difficulties frequently experienced by companies in rapidly changing and heavily regulated industries, including challenges associated with achieving market acceptance of our products and services, attracting and retaining customers, and complying with laws and regulations (particularly those that are subject to evolving interpretations and application), as well as increased competition and the complexities of managing expenses as we expand our business. Additionally, as our business operations continue to expand, we have had and may continue to have difficulties meeting customer demand and expectations or face challenges with respect to new offerings or services we have not previously provided or have previously provided in a different capacity or smaller scale. For instance, as a result of our acquisition of Bitstamp in June 2025, we now provide additional cryptocurrency products and services to institutional customers both in parts of the U.S. and internationally, including products and services such as on-exchange lending, off-exchange settlement, post-trade settlement, and perpetual futures. These offerings to certain institutional clients expose us to risks we have not historically faced at scale, including credit risk, regulations and laws. We might fail to adequately address these and other challenges we may face, and our business might be adversely affected if we do not manage these risks successfully.

Our results of operations and other operating metrics fluctuate from quarter to quarter, which makes these metrics difficult to predict.

Our results of operations are heavily reliant on the level of trading activity on our platforms and Net Deposits. In the past, our results of operations and other operating metrics have fluctuated from quarter to quarter, including due to movements and trends in the underlying markets, changes in general economic conditions, interest in investing, and fluctuations in trading levels generally, each of which is outside our control and will continue to be outside of our control. As a result, period-to-period comparisons of our results of operations might not be meaningful, and our past results of operations should not be relied on as indicators of future performance. Further, we are subject to additional risks and uncertainties that are frequently encountered by companies in rapidly evolving markets. Our financial condition and results of operations in any given quarter can be influenced by numerous factors, including the occurrence of any of the risks described elsewhere in this Risk Factors section, many of which we are unable to predict or are outside of our control. Factors contributing to quarterly fluctuations have included and could in the future include, among others:

• our ability to retain and engage existing customers and attract new customers;

• the timing and success of new product and service introductions by us or our competitors, or other changes in the competitive landscape of our market;

• volatility in the market, whether generally or as a result of certain or anticipated events (such as developments with respect to tariffs and trade policy shifts), or the occurrence of so-called “meme” trading in equities, options, cryptocurrencies, or futures (which includes options on
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futures and swaps, including cleared swaps and event contracts (“Futures”)) which can cause our trading volumes to fluctuate;

• fluctuations in interest rates;

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

• the timing and amount of non-cash expenses, such as SBC and asset impairments;

• the success of our expansion into new markets or acquisitions;

• trading volume and the prevailing trading prices for cryptocurrencies, which can be highly volatile;

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

• changes in the public’s perception, adoption, and use of cryptocurrencies and other asset classes;

• any inability of customers to place trades, due to system disruptions, outages, or trading restrictions;

• any events that damage customer confidence in Robinhood, such as breaches of security or privacy;

• the impacts of public health threats (including pandemics such as COVID-19), unemployment, and inflation;

• changes in domestic or global business or macroeconomic conditions, including as a result of tariffs and trade policy shifts, geopolitical conflicts, banking instability, or responses to these events; and

• changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued, and might significantly affect the effective tax rate of that period.

Any of the factors above or listed elsewhere in this Risk Factors section, or the cumulative effect of some of those factors, could result in significant fluctuations in our results of operations.

In most full year periods since our inception, we have incurred operating losses and might not be profitable in the future.

We generated positive full year GAAP net income for the first time in 2024. However, in most full year periods since our inception, we have incurred operating losses. We might not be able to maintain or increase our revenue and/or maintain or further reduce our operating expenses by sufficient amounts to continue to generate positive GAAP net income on a quarterly or yearly basis in the future.

Factors that affect transaction-based revenue - such as reduced spreads in securities pricing, reduced levels of trading activity generally, changes in our business relationships with or disruption in the services provided by Liquidity Providers, and any new regulation of, or any bans on, PFOF and similar practices - might result in reduced profitability, increased compliance costs, and negative publicity.

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A large portion of our revenue is transaction-based, in that we receive consideration in exchange for routing our users’ equity, option, and cryptocurrency trade orders to market makers, wholesalers and other liquidity providers (together, the “Liquidity Providers”) for execution. With respect to equities and options trading, such fees are known as payment for order flow, or “PFOF.” With respect to cryptocurrency trading, currently we receive “Transaction Rebates.” Our transaction-based revenue is sensitive to and dependent on trading volumes and therefore tends to decline during periods in which we experience decreased levels of trading generally. Computer-generated buy/sell programs and other technological advances and regulatory changes in the marketplace might continue to tighten spreads on transactions, which could also lead to a decrease in our PFOF earned from Liquidity Providers. For example, the SEC adopted final rules in 2024 (the “September 2024 Final Rules”) to, among other things, adopt an additional minimum pricing increment, or “tick size,” for the quoting of certain NMS stocks under Rule 612 of Regulation NMS, reduce the access fee caps for protected quotations under Rule 610 of Regulation NMS and enhance the transparency of better priced orders. On September 30, 2025 and October 31, 2025, the SEC granted temporary exemptive relief from certain compliance dates adopted under the September 2024 Final Rules, including those relating to amended Rule 605 reporting, rules related to the requirement that exchange fees be determinable at the time of execution and the rules related to minimum pricing increments and access fee caps, which extended the effective dates to February, August, and November of 2026 respectively. The quote transparency rules will make the information about smaller-sized orders publicly available and result in the contraction of spreads across several securities, which we expect could lead to a decrease in the PFOF earned from such orders once the securities information processors (“SIPs”) begin dissemination of information incorporating the new round lot and odd-lot definitions (starting on May 1, 2026), followed by an August 1, 2026 compliance date for the Rule 605 execution quality report amendments. In addition, the regulatory and legislative landscape involving cryptocurrencies is subject to change and is experiencing rapid evolution, and future regulatory actions or policies, including for instance, the assertion of jurisdiction by domestic and foreign regulators and governments over cryptocurrency and cryptocurrency markets, could reduce demand for cryptocurrency trading and might materially decrease our revenue derived from Transaction Rebates in absolute terms and as a proportion of our total revenues.

Risks Related to our Business Relationships with Liquidity Providers

Our PFOF and Transaction Rebate arrangements with Liquidity Providers are a matter of practice and business understanding and are often not documented under binding contracts (as is generally the case with Liquidity Providers in equities and options). If any Liquidity Providers were unwilling to continue to receive orders from us or to pay us for those orders (including, for example, as a result of unusually high volatility), we might have little to no recourse and, if there are no other Liquidity Providers that are willing to receive such orders from us or to pay us for such orders, or if we are unable to find replacement Liquidity Providers in a timely manner, our transaction-based revenue would be negatively impacted. With respect to cryptocurrencies, for instance, fewer Liquidity Providers are currently able to execute cryptocurrency trades. For instance, in May 2023, two prominent Liquidity Providers announced their respective decisions to limit their offerings in cryptocurrency trading within the U.S. Although we have established relationships with third-party cryptocurrency exchanges that may provide additional access to Liquidity Providers that are able to execute cryptocurrency trades, without additional Liquidity Providers supporting cryptocurrencies entering the industry in the U.S., there is a risk that we may be unable to find suitable Liquidity Providers to support cryptocurrencies. Additionally, this risk is heightened for brokerage orders executed outside of regular market hours through Robinhood 24 Hour Market, as currently brokerage trades executed overnight primarily are routed through one Liquidity Provider - Virtu. If Virtu becomes unwilling or unable to do business with us in the future, we may be unable to find additional Liquidity Providers to support Robinhood 24 Hour Market, which could negatively impact our transaction-based revenue. Furthermore, if any of our Liquidity Providers decide to alter our given fee arrangement, our transaction-based revenue could significantly decrease.

Additionally, disruptions in the services provided by Liquidity Providers, whether, for example, due to technical malfunctions, operational mishaps, financial instability of the Liquidity Providers, or external factors such as regulatory changes or market volatility, have in the past, and may in the future impair our ability to execute our client’s orders. Should a Liquidity Provider experience downtime or diminished performance, particularly during peak trading hours, our ability to execute customer orders could be
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compromised and could have an adverse impact on our business, financial condition, and results of operations.

Risks Related to Regulation of PFOF

In recent years, PFOF practices have drawn heightened scrutiny from the U.S. Congress, the SEC, state regulators, and other regulatory and legislative authorities. For example, in December 2020, we settled an SEC investigation into our best execution and PFOF practices and are defending a consolidated putative class action in federal district court relating to the same factual allegations. Additionally, since July 2023, we have been cooperating with an investigation being conducted by the New York Attorney General concerning brokerage execution quality. We also face the risk that the SEC, other regulatory authorities, or legislative bodies might adopt additional regulation or legislation relating to, or which may otherwise impact, PFOF practices as a result of such heightened scrutiny or otherwise. For instance, in March 2024, the SEC adopted amendments to enhance order execution disclosures under Rule 605 of Regulation NMS (the “Order Execution Disclosure Rules”), which will apply for the first time to RHF and RHS beginning in August 2026.

Beginning in August 2026, the Order Execution Disclosure Rules will require brokers, including RHF and RHS, to make new, publicly available execution quality disclosures that will allow customers, regulators, academics, the press and others to compare execution quality between brokers. Execution quality of brokers may vary based on the trading characteristics of the broker’s customers, including, but not limited to, the average number of shares traded, the types of securities (e.g., large cap, small cap, more liquid or less liquid, average spread size, etc.), what types of orders customers submit (e.g., market or limit) and when customers place their trades (e.g., market open, during the regular session or market close). Depending on how our order execution quality compares to other brokers, we could be subject to negative press or critical academic studies that could result in regulatory scrutiny or civil actions which could harm our brand and reputation.