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,

2025 was a landmark year defined by rapid product velocity at Robinhood. Our vision hasn’t changed: we are building a global financial SuperApp. To achieve this, our three strategic arcs remain: become #1 for active traders; become #1 in wallet share for the next generation; and build the #1 global financial ecosystem.

On the active trader front, we’ve continued to cook up innovative product offerings, with the goal of making traders feel like they're at a disadvantage trading anywhere but Robinhood. At our second annual HOOD Summit, we unveiled: Robinhood Social; custom indicators and scanners; shorting; and more.

With over 12 billion event contracts traded in 2025, prediction markets have become our fastest-growing business line ever. This year, we added new categories to meet growing demand. We also entered a joint venture with Susquehanna International Group to acquire MIAXdx and build a CFTC-licensed exchange and clearinghouse. We believe we are just at the beginning of a prediction markets supercycle.

As the Great Wealth Transfer began to unfold, we helped our customers with an increasing share of their financial needs. Robinhood Retirement assets under custody doubled in 2025 to $26.5 billion across approximately 1.8 million funded accounts. We made Robinhood Gold even better, with subscribers reaching a record 4.2 million by the end of the year, and launched Robinhood Banking, which has already crossed $1.5 billion in deposits from nearly 100,000 Funded Customers. The Gold Card has more than 700,000 customers with over $10 billion in annualized spend.

On the wealth management front, we launched Robinhood Strategies—our digital advisory service—and scaled it to more than $1.5 billion in assets under management across more than 250,000 Funded Customers. We also completed our acquisition of TradePMR, a custodial services provider for registered investment advisors.

Finally, we strengthened our foundation for a global financial ecosystem by enhancing our offerings in existing markets and entering new ones. In the U.K., we launched a stocks and shares ISA. We launched Stock Tokens to every country in the EU/EEA, and now offer more than 2,000 tokens that give European customers exposure to U.S. stocks and equities. We continued our expansion into Asia with agreements to acquire a brokerage and crypto firm in Indonesia. We also completed the acquisition of Bitstamp to serve institutional and retail customers across the EU, U.K., U.S. and Asia.

In 2026, we will further advance our vision across our three strategic arcs and double down on the two disruptive technologies reshaping the industry: AI and crypto.

For active traders, we will continue to invest in prediction markets as the supercycle continues. We’ll roll out our AI-powered investing assistant, Cortex, across the Robinhood app and Robinhood Legend, with the goal of building a trading super-assistant. We want Legend to become to traders what Cursor is to software engineers.

Already in 2026, we’ve unveiled new products to support multigenerational wealth building. We announced a Family Hub, custodial accounts, and trust accounts. We also unveiled enhancements to Robinhood Strategies, introduced early dividends, and unveiled the new Platinum Card, a premium credit card plated with real platinum, designed for those who want elevated benefits.

To build the number one global financial ecosystem, we will seize the tokenization opportunity, which will entail two things: 24/7 tradable, public company stock tokens; and private company stock tokens. We’ll launch the Robinhood Chain, which is already live in testnet, and improve the Robinhood Wallet. We will more closely align our DeFi and TradFi products to deliver the best of both worlds to our customers. You'll also see us continue to push into new geographies, with several new international markets coming later this year.

Finally, we believe that opening up private markets will resolve one of the greatest inequities in capital markets today. Robinhood Ventures Fund I was recently listed on the NYSE, and we are excited for what’s ahead as we increase accessibility to private markets for our customers.

Thank you for investing in Robinhood. We look forward to your feedback at our upcoming annual meeting of stockholders.

Onward,

Vladimir TenevChair and Chief Executive Officer

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

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

What is a Proxy Statement?

A proxy statement is a document containing information that public companies are required to share with investors before stockholder meetings. This can include information about the company’s board, directors, governance practices, executive compensation, items up for stockholder vote (like stockholder proposals), and voting recommendations from the company’s board.