Robinhood Markets Inc

Definition of Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

We collect and analyze operating and financial data to evaluate the health of our business, allocate our resources and assess our performance. In addition to total net revenues, net income (loss), and other results under GAAP, we utilize non-GAAP calculations of adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”). Adjusted EBITDA is defined as net income (loss), excluding (i) interest expenses related to credit facilities, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) share-based compensation (“SBC”), (v) significant legal and tax settlements and reserves, and (vi) other significant gains, losses, and expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses) that we believe are not indicative of our ongoing results. This non-GAAP financial information is presented for supplemental informational purposes only, should not be considered a substitute for or superior to financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies.

The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items are unpredictable, are not driven by core results of operations and render comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Moreover, Adjusted EBITDA is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by total net revenues. The most directly comparable GAAP measure is net margin (calculated as net income (loss) divided by total net revenues). We believe Adjusted EBITDA Margin provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Adjusted EBITDA Margin is used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting

The following table presents a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin, to the most directly comparable GAAP measures, net loss and net margin, respectively:

(1)For the year ended December 31, 2022, SBC excluding 2021 Founders Award Cancelation benefited from restructuring-related net reversals of previously recognized expense of $77 million in connection with a reduction in force announced on April 26, 2022 (the “April 2022 Restructuring”) and another one announced on August 2, 2022 (the “August 2022 Restructuring”).

(2)Restructuring charges for the year ended December 31, 2022, related to both the April 2022 Restructuring and August 2022 Restructuring and primarily consisting of $45 million of impairment and $9 million of accelerated depreciation, in each case relating to office closures, and $51 million of cash charges for employee-related wages, benefits, and severance.

(3)$57 million for the year ended December 31, 2022 due to delays in notification from third parties and process failures within Robinhood’s brokerage systems and operations in connection with the handling of a 1-for-25 reverse stock split transaction of Cosmos Health, Inc.

(4)Partially as a result of the termination of the stock purchase agreement, the advances made to Ziglu Limited accounted for as non-marketable equity securities were impaired to a carrying value of zero.

Definitions of Key Performance Metrics

This proxy statement includes certain key performance metrics that our management uses to help evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions. These key performance metrics include Funded Customers, Assets Under Custody, and Net Deposits. Before the fourth quarter of 2023, we referred to Funded Customers as Net Cumulative Funded Accounts. As our business has grown and we have added additional account types (such as retirement accounts), we have relabeled this metric (and made conforming changes throughout other definitions) to clarify that it measures unique individuals (rather than accounts), although the calculation remains the same and does not affect amounts reported in prior periods.

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.

Asset Under Custody (“AUC”)

We define AUC as the sum of the fair value of all equities, options, cryptocurrency and cash held by users in their accounts, net of receivables from users, as of a stated date or period end on a trade date basis. Net Deposits and net market gains (losses) drive the change in AUC in any given period.

Net Deposits

We define Net Deposits as all cash deposits and asset transfers received from customers, net of reversals, customer cash withdrawals, and other assets transferred out of our platform (assets transferred in or out include debit card transactions, ACATS transfers, and custodial crypto wallet transfers) for a stated period. Starting in January 2024, Net Deposits include dividend and interest inflows and Robinhood Gold subscription fees and margin interest outflows, although we have not restated amounts in prior periods as the impact to those figures was immaterial. “ACATS” is 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.

When used with respect to Net Deposits, “growth rate” provides information about Net Deposits relative to total AUC. “Growth rate” is calculated as aggregate Net Deposits over a specified 12 month period, divided by AUC for the fiscal quarter that immediately precedes such 12 month period.

Additional Information

The page 60 estimate of women on the Robinhood platform comes from a Robinhood survey, powered by Dynata, based on a sample of approximately 7,500 Americans who have a brokerage account. The sample is representative of the U.S. population across age, gender, and income. Data was collected between February 1, 2024, and April 25, 2024.

Robinhood Markets, Inc.

Annual Meeting of Stockholders

For stockholders of record as of the close of business on April 29, 2024Wednesday, June 26, 2024 9:30 AM, Pacific TimeAnnual Meeting will be heldvia a live webcast - please visit www.proxydocs.com/HOOD for more details.

YOUR VOTE IS IMPORTANT!PLEASE VOTE BY: 9:30 AM, Pacific Time, June 26, 2024.

This proxy is being solicited on behalf of the Board of Directors of Robinhood Markets, Inc.

Internet:www.proxypush.com/HOOD•Cast your vote online•Have your Proxy Card ready•Follow the simple instructions to record your vote

Phone:1-866-451-3915•Use any touch-tone telephone•Have your Proxy Card ready•Follow the simple recorded instructions

Mail:•Mark, sign and date your Proxy Card•Fold and return your Proxy Card in the postage-paid envelope provided

Virtual:You must pre-register to attend the meeting onlineand/or participate at www.proxydocs.com/HOOD

The undersigned hereby appoints Jason Warnick and Daniel Gallagher, Jr. (the "Named Proxies"), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Robinhood Markets, Inc. (the "Company") that the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given with respect to said meeting.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE RECOMMENDATION OF THE COMPANY'S BOARD OF DIRECTORS (THE "BOARD"). This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other business that may properly come before the meeting or any adjournment or postponement thereof.

You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board's recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE

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Robinhood Markets, Inc. Annual Meeting of Stockholders

PROXY CARD

Please make your marks like this:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FORON PROPOSALS 1, 2 AND 3

Such other business as may properly come before the annual meeting and any adjournments or postponement thereof.

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