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Robinhood Markets, Inc.

For the period ended Jun 25, 2025. Filed Apr 25, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 25, 2025 · Filed Apr 25, 2025

HOOD$80.91+3.2%Stored close · as of Nov 6, 2026
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Contents

Appendix

112RobinhoodAppendix

Appendix

Definition of Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted Net Income

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) change in fair value of convertible notes and warrant liability, (vi) significant legal and tax settlements and reserves, and (vii) 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 in isolation or as 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.

We also used adjusted EBITDA for purposes of our 2023 annual cash incentive program. Adjusted EBITDA for that purpose was calculated from the Company’s audited financial statements in the same manner as the Company’s publicly reported adjusted EBITDA for the year ended December 31, 2023.

We also used adjusted net income as part of our 2024 annual cash incentive program. Adjusted net income for this purpose is calculated from the Company’s audited financial statements as net income (loss), excluding significant legal and tax settlements and reserves.

Appendix113

The following table presents a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income (loss):

Year Ended December 31,
(in millions)2021202220232024
Net income (loss)$(3,687)$(1,028)$(541)$1,411
Add:
Interest expenses related to credit facilities20242324
Provision for (benefit from) income taxes218(347)
Depreciation and amortization26617177
EBITDA (non-GAAP)(3,639)(942)(439)1,165
Add: SBC
2021 Founders Award Cancellation——485—
SBC Excluding 2021 Founders Award Cancellation(1)1,572654386304
Significant legal and tax settlements and reserves(2)5520104(40)
Restructuring charges(3)—105——
Q4 2022 Processing Error(4)—57——
Impairment of Ziglu equity securities(5)—12——
Change in fair value of convertible notes and warrant liability2,045———
Adjusted EBITDA (non-GAAP)$33$(94)$536$1,429

The following table presents a reconciliation of adjusted net income to the most directly comparable GAAP measure, net income (loss):

(in millions)Year EndedDecember 31, 2024
Net income (loss)$1,411
Add:
Significant legal and tax settlements and reserves(2)(40)
Adjusted net income (non-GAAP)$1,371

(1)For the year ended December 31, 2022, SBC excluding a $485 million charge related to cancellation of the 2021 Market-Based RSUs (the “2021 Founders Award Cancellation”) 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)For the year ended December 31, 2024, significant legal and tax settlements and reserves included a $55 million benefit due to a reversal of an accrual as part of a regulatory settlement.

(3)Restructuring charges for the year ended December 31, 2022 related to both the April 2022 Restructuring and August 2022 Restructuring, 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.

(4)Q4 2022 Processing Error was 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.

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

114RobinhoodAppendix

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, Gold Subscribers, and Net Deposits.

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.

Assets Under Custody (“AUC”)

We define AUC as the sum of the fair value of all equities, options, cryptocurrency, futures (including options on futures, swaps, and event contracts), 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.

Gold Subscribers

We define a 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.

Net Deposits

We define Net Deposits as all cash deposits and asset transfers from customers, as well as dividends, interest, and cash or assets earned in connection with Company promotions (such as account transfer and retirement match incentives and free stock bonuses) received by customers, net of reversals, customer cash withdrawals, margin interest, Gold subscription fees, and assets transferred off of our platforms for a stated period. Prior to the second quarter of 2024, Net Deposits did not include inflows from cash or assets earned in connection with Company promotions and prior to January 2024, Net Deposits did not include inflows from dividends and interest or outflows from Robinhood Gold subscription fees and margin interest, although we have not restated amounts in prior periods as the impact to those figures was immaterial.

Additional Information

The reference to “Great Wealth Transfer” in the letter from our Chair and CEO on page 1 comes from the estimate reported by Cerulli Associates in December 2024 (https://www.cerulli.com/press-releases/cerulli-anticipates-124-trillion-in-wealth-will-transfer-through-2048).

Robinhood Markets, Inc.

Annual Meeting of Stockholders

for stockholders of record as of the close of business on April 28, 2025Wednesday, June 25, 2025 2:00 PM, Eastern TimeAnnual Meeting to be held via a live webcast - please visit www.proxydocs.com/HOOD for more details.

YOUR VOTE IS IMPORTANT!PLEASE VOTE BY: 2:00 PM, Eastern Time, June 25, 2025.

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

Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved

Robinhood Markets, Inc. Annual Meeting of Stockholders

Please make your marks like this:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FORON PROPOSALS 1, 2 AND 3

PROPOSALYOUR VOTEBOARD OFDIRECTORSRECOMMENDS
1.To elect to the Board of Directors the ten director nominees named in the proxy statement.
FORAGAINSTABSTAIN
1.01 Vladimir Tenev☐☐☐FOR
1.02 Baiju Bhatt☐☐☐FOR
1.03 John Hegeman☐☐☐FOR
1.04 Paula Loop☐☐☐FOR
1.05 Meyer Malka☐☐☐FOR
1.06 Christopher Payne☐☐☐FOR
1.07 Jonathan Rubinstein☐☐☐FOR
1.08 Susan Segal☐☐☐FOR
1.09 Dara Treseder☐☐☐FOR
1.10 Robert Zoellick☐☐☐FOR
FORAGAINSTABSTAIN
2.To approve, on an advisory basis, the compensation of the Company's named executive officers.☐☐☐FOR
3.To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.☐☐☐FOR
Such other business as may properly come before the annual meeting and any adjournments or postponement thereof.

You must pre-register to attend the meeting online and/or participate at www.proxydocs.com/HOOD

Authorized Signatures - Must be completed for your instructions to be executed.

Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.

Signature (and Title if applicable)DateSignature (if held jointly)Date
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.