10-K – 2026-02-20 – hood-20251231.htm

1. The following consolidated financial statements of Robinhood Markets Inc. and subsidiaries are filed as part of this Annual Report under Part II, Item 8:
• Reports of Independent Registered Public Accounting Firm on Consolidated Financial Statements
• Consolidated Balance Sheets as of December 31, 2025 and 2024
• Consolidated Statements of Operations for the Years Ended December 31, 2023, 2024 and 2025
• Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2024 and 2025
• Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2024 and 2025
• Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, 2024 and 2025
• Notes to Consolidated Financial Statements

2.    Financial Statement Schedules:
All schedules are omitted because of the absence of conditions under which they are required or because information called for is shown in the consolidated financial statements and notes thereto in Part II, Item 8 of this Annual Report.

3.    Exhibits:
The information required by this Item is set forth in the Exhibit Index that precedes the signature page of this Annual Report.

ITEM 16. FORM 10-K SUMMARY
None.
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EXHIBIT INDEX
The documents listed below are filed (or furnished, as noted) as exhibits to this Annual Report on Form 10-K:

    Incorporated by Reference
Exhibit Number Description Form* Filing Date Exhibit Filed Herewith
3.1 Amended and Restated Certificate of Incorporation of Robinhood Markets, Inc., dated August 2, 2021 (our “Charter”)
8-K 2021-08-02 3.1
3.2 Amended and Restated Bylaws of Robinhood Markets, Inc., dated December 14, 2022 (our “Bylaws”)
8-K 2022-12-16 3.1
4.1 Form of Class A Common Stock Certificate of Robinhood Markets, Inc.
S-1/A 2021-07-19 4.1
4.2 Form of ten-year Warrant to Purchase Stock of Robinhood Markets, Inc., issued to multiple investors on February 12, 2021
S-1 2021-07-01 4.2
4.3 Description of Robinhood Securities Registered Under Section 12 of the Exchange Act
10-K 2022-02-24 4.3
10.1(a) Form of Indemnification Agreement between Robinhood Markets, Inc. and, separately, each of its directors and executive officers (other than VC Fund Affiliated Directors)
S-1/A 2021-07-19 10.1
10.1(b) Form of Indemnification Agreement (VC Fund-Affiliated Directors)
10-Q 2022-05-06 10.1
10.2†
Underwriting Agreement, dated July 28, 2021, between Robinhood Markets, Inc., as the issuer, and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein
10-Q 2021-08-18 10.3
10.3+
Offer Letter between Robinhood Markets, Inc. and Jason Warnick, dated November 8, 2018
S-1 2021-07-01 10.6
10.4†+
Offer Letter between Robinhood Markets, Inc. and Daniel Gallagher, as amended and restated on December 15, 2020
S-1 2021-07-01 10.7
10.5†+
Offer Letter between Robinhood Markets, Inc. and Paula Loop, dated May 14, 2021
S-1 2021-07-01 10.8
10.6†+
Offer Letter between Robinhood Markets, Inc. and Jonathan Rubinstein, dated May 14, 2021
S-1 2021-07-01 10.9
10.7†+
Offer Letter between Robinhood Markets, Inc. and Robert Zoellick, dated May 14, 2021
S-1 2021-07-01 10.10
10.8 Exchange Agreement, dated July 26, 2021 between Robinhood Markets, Inc., Baiju Bhatt, Vladimir Tenev, and certain of his related entities
10-Q 2021-08-18 10.8
10.9 Form of Equity Exchange Right Agreement, entered into on July 26, 2021 between Robinhood Markets, Inc. and, separately, (a) Baiju Bhatt and (b) Vladimir Tenev
S-1/A 2021-07-19 10.13

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10.10(a)
Voting Agreement, dated July 26, 2021, among Robinhood Markets, Inc., Baiju Bhatt, Vladimir Tenev, and certain related entities
10-Q 2021-08-18 10.10
10.10(b)
Joinder Agreement, dated December 13, 2021 by Bhatt Family LLC, becoming party to the Voting Agreement, dated July 26, 2021, among Robinhood Markets. Inc., Baiju Bhatt, Vladimir Tenev, and certain related entities
10-Q 2022-05-06 10.2
10.11(a)†+
Robinhood Markets, Inc. 2020 Equity Incentive Plan, as amended on June 18, 2020 and form grant notices and award agreements thereunder
S-1 2021-07-01 10.2
10.11(b)+
Second Amendment to the Robinhood Markets, Inc. 2020 Equity Incentive Plan, dated March 10, 2021
S-1 2021-07-01 10.4
10.11(c)+
Third Amendment to the Robinhood Markets, Inc. 2020 Equity Incentive Plan, dated May 26, 2021

S-1 2021-07-01 10.5
10.11(d)+
Form of 2021 Market-Based RSU Award, dated May 26, 2021, between Robinhood Markets, Inc. and, separately (a) Baiju Bhatt and (b) Vladimir Tenev
S-1 2021-07-01 10.17
10.11(e)+
Form of RSU Agreement for Non-Employee Directors (including the Notice of Grant) under the 2020 Plan

S-1 2021-07-01 10.18
10.12(a)†+
Robinhood Markets, Inc. Amended and Restated 2013 Stock Plan and form grant notices and award agreements thereunder
S-1 2021-07-01 10.3
10.12(b)+
Form of Notice of Time-Based Restricted Stock Unit Award and Restricted Stock Unit Agreement under the Robinhood Markets, Inc. Amended and Restated 2013 Stock Plan for Vladimir Tenev and Baiju Bhatt
S-1 2021-07-01 10.15
10.12(c)+        
Form of 2019 Market-Based RSU Award, as amended and restated on May 26, 2021, between Robinhood Markets, Inc. and, separately (a) Baiju Bhatt and (b) Vladimir Tenev

S-1 2021-07-01 10.16
10.13(a)+
Robinhood Markets, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”)
S-8 2021-07-29 99.1
10.13(b)+
Form of Restricted Stock Unit Agreement for Employees and Non-Employee Directors (including the Notices of Grant) under the 2021 Plan
10-Q 2021-08-18 10.16
10.13(c)+
Form of Fully Vested Stock Award Agreement for Non-Employee Directors (including the Notice of Grant) under the 2021 Plan
10-Q 2021-08-18 10.17
10.13(d) +
Form of Option Agreement for Employees and Non-Employee Directors (including the Notices of Grant) under the 2021 Plan
10-K 2022-02-24 10.15(d)
10.14(a)+
Robinhood Markets, Inc. 2021 Employee Share Purchase Plan (the “ESPP”)
S-8 2021-07-29 99.2
10.14(b)+
Forms of ESPP Subscription Agreement and Notice of Withdrawal
10-Q 2021-08-18 10.19

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10.15(a)+
Offer Letter between Robinhood Markets, Inc. and Gretchen Howard, dated November 16, 2018
10-Q 2022-05-06 10.3
10.15(b)+
Letter Agreement, dated March 15, 2023, between Gretchen Howard and Robinhood Markets, Inc.
8-K
2023-03-15 10.1
10.16+
Form of Stock Option Agreement for Employees and Non-Employee Directors (including Notices of Grant) under the Robinhood Markets, Inc. 2021 Omnibus Incentive Plan
10-Q 2022-05-06 10.6
10.17 Amended and Restated Credit Agreement, dated as of April 11, 2022, among Robinhood Securities, LLC, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
8-K 2022-04-14 10.1
10.18+
Form of Restricted Stock Unit Cancellation Agreement, dated February 3, 2023 between Robinhood Markets, Inc. and separately, (a) Vladimir Tenev and (b) Baiju Bhatt
8-K 2023-02-08 10.1
10.19 Second Amended and Restated Credit Agreement dated as of March 24, 2023, among Robinhood Securities LLC,as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
8-K 2023-03-24 10.1
10.20 Share Purchase Agreement, dated as of August 30, 2023, by Robinhood Markets, Inc, as purchaser, and the United States Marshals Service, for and on behalf of the United States
8-K 2023-09-01 10.1
10.21 Third Amended and Restated Credit Agreement, dated as of March 22, 2024, among Robinhood Securities LLC, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
8-K
2024-03-22 10.1
10.22+
Robinhood Markets, Inc. Change in Control and Severance Plan for Key Employees
10-K
2025-02-18 10.22
10.23(a)+
Offer Letter between Robinhood Markets, Inc. and Steve Quirk, dated July 13, 2021
10-K
2025-02-18 10.23(a)

10.23(b)+
Amended Offer Letter between Robinhood Markets, Inc. and Steve Quirk, dated November 18, 2021
10-K
2025-02-18 10.23(b)

10.23(c)+
Amended Offer Letter between Robinhood Markets, Inc. and Steve Quirk, dated January 7, 2022
10-K
2025-02-18 10.23(c)

10.24 Offer Letter between Robinhood Markets, Inc. and Jeff Pinner, dated July 24, 2024

10-K
2025-02-18 10.24
10.25+
Non-employee Director Compensation Program
10-Q
2025-07-31 10.1
10.26 Fourth Amended and Restated Credit Agreement, dated as of March 21, 2025, among Robinhood Securities, LLC, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A. as administrative agent
8-K
2025-03-25 10.1

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10.27+
Transition Letter between Robinhood Markets, Inc. and Jason Warnick, dated February 2, 2026
X

19.1 Robinhood Markets, Inc. Confidential Information and Insider Trading Policy
X
21.1 Subsidiaries of Robinhood Markets, Inc.
X
23.1 Consent of Independent Registered Public Accounting Firm
X
24.1 Power of Attorney (included in signature pages hereto)
  X
31.1 CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act
X
31.2 CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act
X
32.1‡ CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act
X
32.2‡ CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act
X
97.1 Robinhood Markets, Inc. Incentive-based Compensation Recovery Policy, Effective October 2, 2023
10-K
2024-02-27 97.1

101.INS iXBRL (Inline eXtensible Business Reporting Language) Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X
101.SCH iXBRL Taxonomy Extension Schema Document X
101.CAL iXBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF iXBRL Taxonomy Extension Definition Linkbase Document X
101.LAB iXBRL Taxonomy Extension Label Linkbase Document. X
101.PRE iXBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (contained in Exhibit 101) X
_______________
*    File number is 001-40691 except that the S-1 (and S-1/A) file number is 333-257602 and the S-8 file number is 333-258250.
+    Indicates a management contract or compensatory plan.
†    Certain schedules and exhibits have been omitted pursuant to Rule 601(a)(5) of Regulation S-K under the Securities Act. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.
‡    The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Robinhood Markets, Inc. under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Menlo Park, California, on February 18, 2026.

Robinhood Markets, Inc.

By: /s/ Vladimir Tenev
Name: Vladimir Tenev
Title: Chief Executive Officer and President

By: /s/ Shiv Verma

Name: Shiv Verma

Title: Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Vladimir Tenev and Shiv Verma, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Signature Title Date
By: /s/ Vladimir Tenev Chief Executive Officer, President, and Director
February 18, 2026
Vladimir Tenev
By: /s/ Shiv Verma
Chief Financial Officer February 18, 2026
Shiv Verma
(Principal Financial Officer and Principal Accounting Officer)
By: /s/ Baiju Bhatt Director February 18, 2026
Baiju Bhatt
By: /s/ Paula Loop Director February 18, 2026
Paula Loop
By: /s/ Jonathan Rubinstein Director February 18, 2026
Jonathan Rubinstein
By: /s/ Meyer Malka Director February 18, 2026
Meyer Malka
By: /s/ Robert Zoellick Director February 18, 2026
Robert Zoellick
By: /s/ Dara Treseder Director February 18, 2026
Dara Treseder
By:
/s/ Susan Segal
Director
February 18, 2026
Susan Segal

By: /s/ Christopher Payne
Director February 18, 2026
Christopher Payne

By: /s/ John Hegeman
Director February 18, 2026
John Hegeman

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Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended December 31, 2025 to be signed on its behalf by the undersigned, thereunto duly authorized.

Robinhood Markets, Inc.

By: /s/ Shiv Verma

Name: Shiv Verma

Title: Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

Date:
February 20, 2026

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