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)

Our mission isto democratizefinance for all.

Letter from Our Chair and Chief Executive Officer

Dear fellow stockholders,

In 2024, we made significant progress toward our vision: to enable anyone, anywhere in the world, to buy, sell, or hold any asset—or conduct any financial transaction—through Robinhood. We accelerated our product velocity and deepened our relationships with customers across the globe.

At HOOD Summit, our first-ever event for active traders, we introduced Robinhood Legend: A powerful desktop platform built from the ground up to serve advanced customers. We expanded into new asset classes with the addition of index options and futures. And with the launch of our Presidential Election Market, we made our first foray into prediction markets.

Our share of wallet among customers continued to grow. Robinhood Retirement ended the year with over $13 billion in assets under custody—up more than 600% year-over-year. We added tremendous value to Robinhood Gold, including launching the Gold Card—a revolutionary credit card offering 3% cash back on all categories. More than 200,000 people now have Robinhood Gold cards. Robinhood Gold ended 2024 with 2.6 million subscribers, and we surpassed 3.2 million subscribers in March.

Finally, we continued expanding our global footprint, and now serve over 150,000 customers outside the U.S. We're rapidly expanding our capabilities and service in the UK, our first international market, where we now offer 24-hour equities trading, along with options and margin trading. Robinhood Crypto is now available in the EU with an expanded token selection as well as crypto staking, and we’re gearing up to reveal much more at our inaugural crypto event in France this June. We also laid the groundwork for further global expansion by agreeing to acquire Bitstamp, a globally-scaled crypto exchange that will allow Robinhood to serve institutional and retail customers around the world.

Looking to 2025, we remain focused on becoming #1 with active traders, #1 in wallet share for the next generation, and the #1 global financial ecosystem.

*Please see the Appendix in this proxy statement for additional information.

We’ve already achieved quite a bit in just the first quarter. We have continued to make Robinhood Legend even better for our active traders. We unveiled Robinhood Cortex, our AI research assistant and are working to roll it out in the coming months. We also launched a prediction markets hub with economic and sports events and will continue to expand into new categories customers care about.

We see an opportunity to help customers across more parts of their financial lives as they benefit from the expected $124 trillion “Great Wealth Transfer”*. As we look to grow wallet share, we plan to scale the Gold Card and launch Robinhood Banking later this year. Additionally, Robinhood Strategies, a digital advisory service that delivers tailored, expert-managed portfolios for a low fee, is live for Robinhood Gold members. And we’ve closed our acquisition of Registered Investment Advisor custodian TradePMR, paving the way for Robinhood to connect RIAs with the next generation.

Internationally, we’ll continue to expand our offerings in the UK and EU, bring Robinhood to Asia, and bring the Robinhood effect to institutional crypto.

Underlying this, we’re continuing to push aggressively ahead in what we believe are the two most important emerging technologies of this decade—cryptocurrency and artificial intelligence—with the goal of making Robinhood the leader in both.

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

Onward,

Vladimir TenevChair and Chief Executive Officer

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 StatementTable of Contents

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