Robinhood Markets Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Robinhood Markets, Inc.

(Name of Registrant as Specified In Its Charter)

2024Notice of AnnualMeeting ofStockholders andProxy Statement

Our mission is

to democratize

finance for all.

Letter from Our Chair and Chief Executive Officer

Over the next 10 years, our vision is to become the most trusted, lowest cost, and most culturally relevant money app worldwide. As we progress toward this vision, we believe that more and more of our customers’ financial assets will be held at Robinhood, and more and more of their financial transactions will go through us as well.”

Dear fellow stockholders,

2023 was a pivotal year for Robinhood. We marked 10 years since our company’s founding, representing a decade of progress towards a more modern, intuitive, and accessible financial system. Over the next 10 years, our vision is to become the most trusted, lowest cost, and most culturally relevant money app worldwide. As we progress toward this vision, we believe that more and more of our customers’ financial assets will be held at Robinhood, and more and more of their financial transactions will go through us as well.

In 2023, we took strides towards that vision by expanding our offerings to serve more of our customers’ financial needs across the globe. As interest rates hit record highs, we delivered innovative new products to help our customers build wealth in all market conditions. Through Retirement, we offered an unprecedented 3% match on dollars contributed. We enhanced Robinhood Gold, our premium offering, with an industry-leading 5% APY on uninvested cash through Robinhood Gold. And we’re not done. In 2024, we introduced the Robinhood Gold card, with 3% cash back on all purchases, and one million people have joined the waitlist for the Robinhood Gold credit card. Robinhood Retirement has crossed $6 billion in assets so far this year.

The response from our customers has been overwhelmingly positive. Our share of the retail trading market grew 14% for equities and 19% for options in 2023 from the prior year. Customers transferred $1.3 billion in net positive brokerage assets into Robinhood during Q4 2023, with net funds flowing in from all of our major competitors. Robinhood Gold grew to 1.4 million subscribers as of the end of 2023. This momentum in our business contributed to record total net revenues in 2023 of $1.9 billion, up 37% year-over-year.

As we’ve accelerated our product velocity, we believe our investments in hardening our infrastructure have paid off. Through volatile and uncertain times, Robinhood has been there for our customers. Safety remains our north star, and we’re committed to building and maintaining resiliency.

We remain focused on three priorities in 2024: winning active traders; increasing wallet share; and expanding internationally. Here’s what you can expect this year:

•We’ll keep improving our user experience on mobile. We plan to launch a more feature-rich professional offering on the web for active traders, and expand our selection of tradable assets with index options and futures.

•We’ll keep innovating to increase wallet share with our customers, with a focus on increasing Gold memberships and net deposits.

•Following our launch of crypto in the EU and brokerage in the U.K., we’ll work to bring more of our product offerings to those customers. We're also pursuing more opportunities to expand globally.

Over the past decade, Robinhood has transformed personal finance in pursuit of our mission to democratize finance for all. With the support and oversight of our Board of Directors and with your investment as stockholders, we’ll continue this work through 2024 and beyond.

Thank you for investing in Robinhood. We welcome your engagement in our upcoming annual meeting of stockholders.

Onward,

Vladimir Tenev

Chair, Chief Executive Officer and Co-Founder

What We Value At Robinhood

We believe the financial system should

be built to work for everyone. That’s why

we create products that let you invest

at your own pace, on your own terms.

Proxy Statement

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