Robinhood Markets, Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Robinhood was founded in 2013 and our mission is to democratize finance for all. Our platforms enable customers to buy, sell, and trade equities, options, event contracts, and futures, as well as buy, sell, and transfer cryptocurrencies. We are also responsible for the custody of user-held cryptocurrencies. In addition, we offer credit cards with certain rewards offerings, as well as a cash card and spending account that help our customers in investing, saving, and earning rewards.

We are continuously introducing new products and diversifying our services that further expand access to the financial system. In February 2025, we acquired TradePMR, a custodial and portfolio management platform for RIAs. In March 2025, we launched Robinhood Strategies, a digital investment advisory service that offers tailored, expert-managed, and goal-based portfolios directly within our mobile platform, featuring low and capped fees. In June 2025, we acquired Bitstamp, a globally-scaled cryptocurrency exchange with institutional and retail customers. In September 2025, we launched RVI a closed-end fund that aims to offer retail investors exposure to private companies at the frontiers of their respective industries. In November 2025, we established a joint venture, Rothera, in partnership with SIG, that acquired 90% of the issued and outstanding equity of MIAXdx on January 20, 2026. We consolidate the financial results into our consolidated financial statements due to our ability to exert control over the financial and operating policies of the joint venture.

On March 6, 2026, RVI launched its IPO and commenced trading on the NYSE. During the three months ended June 30, 2026, we liquidated a portion of our interest in RVI resulting in the deconsolidation of RVI in June 2026. Upon deconsolidation, we have elected to account for our retained interest in RVI under the fair value option. Refer to Note 4 - Deconsolidation of RVI for further information. In April 2026, we announced that Robinhood will serve as broker and sole initial trustee for Trump Accounts on behalf of the U.S. Department of the Treasury. Robinhood will work with BNY, which has been selected by the U.S. Department of the Treasury as financial agent for Trump Accounts, to develop and operate the infrastructure required for Trump Accounts, which officially launched on July 4, 2026. This includes providing the necessary technology, building an intuitive front-end experience, creating educational resources, and managing customer support for Trump Accounts for which Robinhood will earn revenue. These accounts will leverage Robinhood’s technology and infrastructure to power a standalone web and app experience designed uniquely for this initiative. In June 2026, we acquired WonderFi, a Canadian leader in digital asset products and services.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC for interim financial reporting. The condensed consolidated financial statements are unaudited, and in management’s opinion, include all adjustments, including normal recurring adjustments and accruals necessary for a fair presentation of the results for the interim periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2026 or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended (“2025 Form 10-K”).

There have been no material changes in our significant accounting policies as described in our audited consolidated financial statements included in our 2025 Form 10-K, other than as disclosed below. The unaudited condensed consolidated financial statements include the accounts of RHM and its wholly-owned direct and indirect subsidiaries. All intercompany balances and transactions have been eliminated.

Certain reclassifications have been made to prior period amounts to conform to the current period’s presentation. The impact of these reclassifications is immaterial to the presentation of the unaudited condensed consolidated financial statements taken as a whole and had no impact on previously reported total assets, total liabilities and net income.

Principles of Consolidation

We consolidate entities in which we have a controlling financial interest. We first evaluate whether the entity is a voting interest entity or a VIE. We evaluate our ownership, contractual and other interests in entities to determine if we have a variable interest in an entity. These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical and prospective information, among other factors. If we determine that an entity for which we hold a contractual or ownership interest in is a VIE and that we are the primary beneficiary, we consolidate such entity in the consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. We continuously monitor if any changes in the interest or relationship with the entity may impact the determination of whether we are still the primary beneficiary and require us to revise our previous conclusion. We consolidate a voting interest entity if we can exert control over the financial and operating policies of an investee. Other parties’ equity investments are reported as non-controlling interests.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience, and other assumptions we believe to be reasonable under the circumstances. Assumptions and estimates used in preparing our unaudited condensed consolidated financial statements include, but are not limited to, those related to revenue recognition, SBC, the determination of allowances for credit losses, investment valuation, capitalization of internally developed software, useful lives of property, software, and equipment, valuation and useful lives of intangible assets, valuation of reporting units in assessing goodwill for impairment, incremental borrowing rate used to calculate operating lease right-of-use assets and related liabilities, impairment of long-lived assets, uncertain tax positions, realizability of deferred tax assets, accrued and contingent liabilities. Actual results could differ from these estimates and could have a material adverse effect on our operating results.

Concentrations of Revenue and Credit Risk

Concentrations of Revenue

We derived transaction-based revenues from individual market makers and exchanges in excess of 10% of total net revenues, as follows:

Concentrations of Credit Risk

We are engaged in various trading and brokerage activities in which the counterparties primarily include broker-dealers, banks, cryptocurrency market makers, and other financial institutions. In the event our counterparties do not fulfill their obligations, we may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty. Default of a counterparty in equities and options trades, which are facilitated through clearinghouses, would generally be spread among the clearinghouse’s members rather than falling entirely on us. It is our policy to review, as necessary, the credit standing of each counterparty.

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

There were no new accounting pronouncements adopted during the six months ended June 30, 2026 that materially impacted our unaudited condensed consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The amendments will impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives, and transfers of financial assets. The amendments in this guidance will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC, and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited. We are currently evaluating the impacts of the amendments on our consolidated financial statements.

In March 2024, the SEC adopted final rules under SEC Release No. 34-99678 and No. 33-11275, “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Final Rules”), which the SEC has proposed to rescind, requires registrants to provide certain climate-related information in their registration statements and annual reports. The Final Rules require, among other things, disclosure in the notes to the audited financial statements of the effects of severe weather events and other natural conditions, subject to certain thresholds, as well as amounts related to carbon offsets and renewable energy credits or certificates in certain circumstances. We continue to monitor the status of the Final Rules and evaluate the potential impact of the Final Rules.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40).” This guidance requires additional disclosures about certain amounts included in the expense captions presented on the statement of operations as well as disclosures about selling expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We have not elected to early adopt this guidance. The guidance can either be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This guidance simplifies the capitalization guidance for internal-use software costs by removing all references to prescriptive and sequential software development stages under Subtopic 350-40. This guidance is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. Early adoption is permitted. We have not elected to early adopt this guidance. The guidance can be applied prospectively, retrospectively or under a modified transition approach. We are currently evaluating the impacts of the amendments on our consolidated financial statements.

NOTE 3: BUSINESS COMBINATIONS

Acquisition of TradePMR

On February 26, 2025, we acquired all of the outstanding equity of TradePMR, a custodial and portfolio management platform for RIAs. The acquisition of TradePMR allows us to deliver investment advisory capabilities to customers by bringing in a scaled RIA custodial and portfolio management platform that connects financial advisors to a new generation of investors.

The acquisition date fair value of the consideration transferred for TradePMR was approximately $169 million following customary purchase price adjustments and was entirely paid in cash. The post-close compensation consisted of approximately 2 million unvested shares of the Company’s Class A common stock, valued at approximately $100 million as of the closing date of the acquisition, which will vest over afour-year period post-acquisition, subject to the terms of a vesting agreement. Shares of unvested restricted stock have the same voting rights as all other Class A common stock and are considered to be issued and outstanding. These shares are not part of the equity incentive plans described in Note 12 - Common Stock and Stockholders’ Equity.

The following table summarizes the final purchase price allocation of assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition. During the first quarter of 2026, we finalized the purchase price allocation based on changes in management’s estimates and assumptions which did not have a significant impact on the initial purchase price allocation.

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is not deductible for tax purposes. Goodwill is primarily attributed to the assembled workforce of TradePMR and anticipated operational synergies. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions at the time of acquisition. Tangible net assets were valued at their respective carrying amounts as of the acquisition date, as these amounts approximated fair value.

Pro forma results of operations for TradePMR have not been presented as the effect of this acquisition was not material to our consolidated financial statements.

Acquisition of Bitstamp

On June 2, 2025, we acquired all outstanding equity of Bitstamp, a globally-scaled cryptocurrency exchange with institutional and retail customers. This acquisition of Bitstamp accelerates our expansion worldwide, including across the EU, the U.K., and Asia. The acquisition date fair value of the consideration transferred for Bitstamp was approximately $224 million following customary purchase price adjustments and was entirely paid in cash.

The following table summarizes the final purchase price allocation of assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition. During the second quarter of 2026, we finalized the purchase price allocation based on changes in management’s estimates and assumptions which did not have a significant impact on the initial purchase price allocation.

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is not deductible for tax purposes. Goodwill is primarily attributed to the assembled workforce of Bitstamp and anticipated operational synergies. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions at the time of acquisition. Tangible net assets were valued at their respective carrying amounts as of the acquisition date, as these amounts approximated fair value.

Pro forma results of operations for Bitstamp have not been presented as the effect of this acquisition was not material to our consolidated financial statements.

Acquisition of MIAXdx

In November 2025, we established a joint venture, Rothera, in partnership with SIG, that acquired 90% of the issued and outstanding equity of MIAXdx on January 20, 2026. Following closing, Rothera renamed MIAXdx to Rothera E&C.

The total consideration paid for the acquisition was approximately $79 million in cash. As MIAXdx was acquired through our joint venture, Rothera, SIG contributed $41 million toward the purchase price and related expenses. During the 3-year period following the closing date, Rothera has the ability to purchase half of the outstanding 10% of MIAXdx held by Miami International Holdings, Inc., subject to certain conditions.

The purchase price allocation is based on a preliminary valuation and subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available, during the measurement period (up to one year from the acquisition date). The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition:

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is not deductible for tax purposes. Goodwill is primarily attributed to anticipated operational synergies. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions at the time of acquisition. Tangible net assets were valued at their respective carrying amounts as of the acquisition date, as these amounts approximated fair value.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:

The fair value of the licenses acquired was estimated using the replacement cost method of the cost approach. This method reflects the cost a market participant would incur to re-create the licenses as of the acquisition date.

Pro forma results of operations for MIAXdx have not been presented as the effect of this acquisition was not material to our consolidated financial statements.

Acquisition of WonderFi

On June 1, 2026, we acquired all outstanding equity of WonderFi, a Canadian leader in digital asset products and services. The acquisition of WonderFi accelerates our expansion into Canada. The acquisition date fair value of the consideration transferred for WonderFi was approximately $178 million and was entirely paid in cash.

The purchase price allocation is based on a preliminary valuation and subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available, including certain tax matters, during the measurement period (up to one year from the acquisition date). The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition:

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is not deductible for tax purposes. Goodwill is primarily attributed to the assembled workforce of WonderFi and anticipated operational synergies. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions at the time of acquisition. Tangible net assets were valued at their respective carrying amounts as of the acquisition date, as these amounts approximated fair value.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:

The overall weighted average useful life of the identified amortizable intangible assets acquired is 11.02 years. The estimated fair value of the intangible assets acquired approximates the amounts a market participant would pay for these intangible assets as of the acquisition date. We used a multi-period excess earnings method to estimate the fair value of customer relationships acquired, the with and without method to estimate the fair value of the licenses acquired, and the replacement cost method to estimate the fair value of the developed technology acquired.

Pro forma results of operations for Wonderfi have not been presented as the effect of this acquisition was not material to our consolidated financial statements.

NOTE 4: DECONSOLIDATION OF RVI

On June 25, 2026, we sold a portion of our ownership interest in RVI, resulting in the loss of a controlling financial interest in RVI. Accordingly, we deconsolidated RVI, and no longer include RVI's assets, liabilities, and results of operations in our consolidated financial statements as of that date forward. RHV remains the advisor to RVI and charges a management fee of 2% of RVI's net asset value (“NAV”).

In connection with the deconsolidation, we derecognized all assets and liabilities of RVI at their carrying values of $673 million, net, and the noncontrolling interest in RVI at its carrying value of $322 million, as of June 25, 2026. We received $22 million of cash in consideration for the sale of our shares in RVI. Upon the loss of our controlling financial interest, we remeasured the fair value of our retained interest in RVI at a fair value of $435 million as of June 25, 2026. The fair value of our retained interest in RVI was determined based on the closing market price of RVI common stock on June 25, 2026, a Level 1 input under the fair value hierarchy. Refer to Note 8 - Investments and Fair Value Measurement for further information.

As a result, we recognized a gain on deconsolidation of $106 million for the three and six months ended June 30, 2026, which relates to the remeasurement of our retained interest in RVI to fair value at the deconsolidation date. The gain was recognized in other income, net in the unaudited condensed consolidated statements of operations.

Following deconsolidation, we elected the fair value option under ASC 825-10 to account for our retained interest in RVI, with changes in fair value recognized in earnings in the period in which they occur. As of June 30, 2026, the fair value of our retained interest was recorded at $437 million and is included in other current assets in the unaudited condensed consolidated balance sheets.

NOTE 5: GOODWILL AND INTANGIBLE ASSETS

Goodwill

The carrying amount of goodwill for the period indicated was as follows:

There wasno impairment of goodwill during the six months ended June 30, 2026.

Intangible Assets

The components of intangible assets, net as of June 30, 2026 were as follows:

Amortization expense of intangible assets was $7 million and $14 million for the three and six months ended June 30, 2026.

As of June 30, 2026, the estimated future amortization expense of finite-lived intangible assets was as follows:

NOTE 6: REVENUES

Disaggregation of Revenues

The following table presents our revenues disaggregated by revenue source:

The following table presents interest revenue earned and interest expense paid from securities lending:

The following table presents interest revenue earned from segregated cash, cash equivalents, securities, and deposits, and interest expense paid to users on uninvested cash and option deposits:

Contract Balances

Contract receivables are recognized when we have an unconditional right to invoice and receive payment under a contract and are derecognized when cash is received. Transaction-based revenue receivables due from market makers are reported in receivables from brokers, dealers, and clearing organizations while other revenue receivables related to proxy revenues due from issuers are reported in other current assets on the unaudited condensed consolidated balance sheets.

As of June 30, 2026, contract liabilities include $59 million of unearned Robinhood Gold subscription revenue, recognized when users remit cash payments in advance of the time we satisfy our performance obligations. The unearned subscription revenue was recorded as other current liabilities on the unaudited condensed consolidated balance sheets. Contract liabilities also include $13 million of TradePMR performance obligations acquired as part of the TradePMR acquisition, with $8 million recorded in other current liabilities and $5 million in other non-current liabilities which was recorded on the unaudited condensed consolidated balance sheets. This liability represents consideration received in advance of satisfying the related performance obligations and is subject to repayment if certain contractual conditions are not met.

The table below sets forth contract receivables and liabilities balances for the period indicated:

The difference between the opening and ending balances of our contract receivables was primarily driven by higher options and equities transaction-based revenues, the timing differences between our performance and counterparty payments, and an increase in proxy revenues.

The difference between the opening and ending balances of our contract liabilities was primarily driven by growth in annual Robinhood Gold subscriptions, including growth in Robinhood Gold Card holders within that subscriber base, partially offset by the recognition of a portion of TradePMR’s performance obligation, as well as timing differences between our performance and customer billing.

NOTE 7: ALLOWANCE FOR CREDIT LOSSES

Allowance for Credit Losses - Brokerage Related

The following table summarizes the brokerage related allowance for credit losses, which is primarily related to fraudulent activities, included in receivables from users, net on the unaudited condensed consolidated balance sheet:

Allowance for Credit Losses - Credit Card Related

We havetwo types of allowance for credit losses related to credit cards: i) an allowance related to off-balance sheet credit card receivables, shown as part of accounts payable and accrued expenses on the unaudited condensed consolidated balance sheet, and ii) an allowance related to purchased credit card receivables and interest receivable from customers, included in receivables from users, net on the unaudited condensed consolidated balance sheet.

The following table summarizes the allowance related to off-balance sheet credit card receivables:

The following table summarizes the allowance related to purchased credit card receivables and interest receivables from customers:

The following tables present the aging analysis of our credit card receivables for the periods presented and the delinquency aging includes all past due principal on loans. Accrued interest receivable of $9 million and $13 million as of December 31, 2025, and as of June 30, 2026, were not included in the tables below.

The risk in our credit card receivables portfolio correlates to broad economic trends as well as customers’ financial condition. The key indicator we monitor when assessing the credit quality and risk is customers’ credit scores as they measure the creditworthiness of customers. We use a national third-party provider to update FICO credit scores on a monthly basis. The updated scores are incorporated into a series of credit management reports, which are utilized to monitor risk. The table below presents our credit card receivables by our credit quality indicator, FICO score, including both on-balance sheet and off-balance sheet amounts, as of December 31, 2025 and June 30, 2026. Our receivables by FICO scores:

NOTE 8: INVESTMENTS AND FAIR VALUE MEASUREMENT

Fair Value of Financial Instruments

Financial assets and liabilities measured at fair value on a recurring basis were presented on our unaudited condensed consolidated balance sheets as follows:

(1)As of December 31, 2025 and June 30, 2026, $1 million of our U.S. Treasury securities are deposited with an exchange to enable the execution, clearing, and settlement of event contracts. As of June 30, 2026, $399 million of our U.S. Treasury securities were pledged to a clearing organization to meet margin requirements for our security lending program.

(2)Classified as trading securities in which the amortized cost approximates fair value as of December 31, 2025.

(3)Represents non-marketable equity securities for which RHV is the advisor.

Investments in non-marketable equity securities

The following table sets forth a summary of the changes in the estimated fair value of investments in non-marketable equity securities classified as a Level 3 in the fair value hierarchy for which RHV is the advisor:

During the six months ended June 30, 2026, we had no transfers in or out of Level 3 assets or liabilities.

Investments for which RHV is the advisor measured using Level 3 inputs primarily consist of investments in privately-held investments. Recent financing transactions in the investee are generally considered the best indication of the enterprise value and therefore used as a basis to estimate fair value. When a recent financing transaction occurs and represents fair value, the Company also uses the calibration process, as appropriate, when estimating fair value on subsequent measurement dates. Calibration is the process of using observed transactions in the investee company’s own instruments to ensure that the valuation techniques that will be employed to value the investee company investment on subsequent measurement dates begin with assumptions that are consistent with the original observed transaction and any more recent observed transactions in the instruments issued by the investee company as well as any updates regarding the investee company’s performance. As of June 30, 2026, the Company determined the fair value of investments for which RHV is the advisor based on recent transactions of each of the investees.

The fair value for certain financial instruments that are not required to be measured or reported at fair value was presented as follows:

NOTE 9: INCOME TAXES

Our tax provision for interim periods is determined using an estimated annual effective tax rate (“ETR”), adjusted for discrete items arising in the period. In each quarter, we update our estimated annual ETR and make a year-to-date calculation of the provision.

For the three and six months ended June 30, 2025, the ETR was lower than the U.S. federal statutory rate primarily due to excess tax benefits from SBC.

For the three months ended June 30, 2026, the ETR was lower than the U.S. federal statutory rate primarily due to the excess tax benefits from SBC and the release of the valuation allowance on certain California deferred tax assets. For the six months ended June 30, 2026, the ETR was lower than the U.S. federal statutory rate primarily due to excess tax benefits from SBC.

The realization of tax benefits of net deferred assets is dependent upon future levels of taxable income, of an appropriate character, in the periods the items are expected to be deductible or taxable. Based on the available objective evidence for the six months ended June 30, 2026, we believe it is more likely than not that the tax benefits of certain California, other U.S. states and certain foreign net deferred tax assets may not be realized until sufficient positive evidence exists to support reversal of the valuation allowance.

NOTE 10: SECURITIES BORROWING AND LENDING

Our securities lending transactions are subject to enforceable master netting arrangements with other broker-dealers; however, we do not net securities borrowing and lending transactions. Therefore, activity related to securities borrowing and lending activities is presented gross on our unaudited condensed consolidated balance sheets.

When we borrow securities from users participating in the Fully-Paid Securities Lending program or from third parties, we provide cash collateral to our users or third parties, which is recorded on our consolidated balance sheets as “securities borrowed”, an asset, representing our rights to the return of that collateral. When we lend securities to third parties and users, we receive cash as collateral, which is recorded on our consolidated balance sheets as “securities loaned”, a liability, representing our obligation to return the collateral.

The following tables set forth certain balances related to our securities borrowing and lending activities as of December 31, 2025 and June 30, 2026:

We obtain securities on terms that permit us to pledge and/or transfer securities to others. As of December 31, 2025 and June 30, 2026, we were permitted to re-pledge securities with a fair value of $23.62 billion and $29.81 billion under margin account agreements with users, and securities with insignificant fair value that we borrowed under MSLAs with third parties. Under the Fully-Paid Securities Lending program, as of December 31, 2025 and June 30, 2026, we were permitted to borrow securities with a fair value of $75.88 billion and $96.25 billion including securities with a fair value of $2.35 billion and $6.00 billion that we had borrowed from users.

As of December 31, 2025 and June 30, 2026, we had re-pledged securities with a fair value of $10.90 billion and $19.95 billion, in each case under MSLAs and Fixed-Term Securities Lending Agreements with third parties. In addition, as of December 31, 2025 and June 30, 2026, we had re-pledged $2.83 billion and $4.67 billion of the permitted amounts under the margin account agreements with clearing organizations to meet deposit requirements.

NOTE 11: FINANCING ACTIVITIES AND OFF-BALANCE SHEET RISK

Convertible Notes

On June 25, 2026, we issued $2.2 billion aggregate principal amount of 0.00% convertible senior notes due 2029 pursuant to an indenture between RHM and U.S. Bank Trust Company, National Association, as trustee, in a private offering pursuant to Rule 144A under the Securities Act. The Convertible Notes are senior unsecured obligations of RHM. The $2.2 billion aggregate principal amount of the Convertible Notes included $200 million in aggregate principal amount of Notes issued pursuant to the initial purchasers’ option to purchase additional Convertible Notes on the same terms and conditions, which the initial purchasers exercised in full on June 23, 2026.The Convertible Notes do not bear regular interest , and the principal amount of the Notes will not accrete. The Convertible Notes will mature on October 1, 2029, unless earlier repurchased, redeemed, or converted. We may pay special interest on the Notes under certain circumstances in accordance with the terms of the Indenture.

In connection with the offering of the Convertible Notes, we used approximately $290 million of the net proceeds from the offering of the Convertible Notes to repurchase approximately 2.7 million shares of our Class A common stock in privately negotiated transactions effected with or through one of the initial purchasers of the Convertible Notes or its affiliate at a purchase price per share equal to $105.71, the last reported sale price of our Class A common stock on the Nasdaq Global Select Market on June 22, 2026.

The Convertible Notes are carried at amortized cost. Debt issuance costs of approximately $30.6 million, which include underwriter discounts and offering expenses, are presented as a direct deduction from the carrying amount of the Convertible Notes and are amortized to interest expense over the contractual term of the Convertible Notes using the effective interest method. The effective interest rate of the Convertible Notes is 0.43%. The dilution impact was accounted for using the if-converted method; refer to Note 13 - Net Income (Loss) per Share for more information. As of June 30, 2026, the outstanding principal amount is $2.20 billion, and the net carrying amount is $2.17 billion.

As of June 30, 2026, the remaining unamortized debt issuance costs were $30.5 million with a remaining amortization period of approximately 3.26 years. As of June 30, 2026, the Convertible Notes are potentially convertible into 12.6 million shares of Class A common stock, andno shares were actually issued upon conversion.

The Indenture contains customary covenants and events of default, including non-payment of principal or interest when due, breach of other obligations, and cross-acceleration, each subject to grace periods and other terms specified in the Indenture. Upon such an event of default, the Convertible Notes may be declared immediately due and payable. The Indenture also sets forth certain bankruptcy or insolvency events of default involving the Company, after which the Convertible Notes become automatically due and payable. The Indenture also limits mergers, consolidations, and sales of all or substantially all assets of the Company, and imposes certain reporting obligations, among other things.

Settlement

We are required to settle any conversion by paying cash up to the aggregate principal amount of the Convertible Notes being converted, with any excess settled in cash, shares of our Class A common stock, or a combination thereof, at our election.

Conversion

The Convertible Notes are convertible at the option of the holders, prior to the close of business on the business day immediately preceding July 1, 2029, if certain conditions related to their trading price or our share price are met, certain corporate events or distributions occur, or they are called for redemption. On or after July 1, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date, the Convertible Notes are freely convertible by the holders.

The initial conversion rate of the Convertible Notes is 5.7332 shares of our Class A common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $174.42 per share of Class A common stock (representing a 65% premium to the $105.71 June 22, 2026 closing price).

The conversion rate is subject to adjustment in certain circumstances under the Indenture. In addition, the Company will, in certain circumstances, increase the conversion rate for holders who elect to convert the Convertible Notes in connection with certain corporate events or who convert the Convertible Notes ,called for redemption during the related redemption period (as defined in the Indenture).

Redemption

We may not redeem the Convertible Notes prior to July 1, 2028, except when the aggregate outstanding principal amount of the Convertible Notes is less than $100 million and certain other conditions are satisfied.

We may redeem for cash all or any portion of the Convertible Notes (subject to certain limitations), at our option, on or after July 1, 2028 and prior to the twenty-first scheduled trading day immediately preceding the maturity date, if the last reported sale price of our Class A common stock has been at least 120% of the conversion price for a set period as specified in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid special interest, to, but excluding, the redemption date.

In the event of a fundamental change, holders may require the Company to repurchase the Convertible Notes at a repurchase price equal to 100% of the principal amount, plus accrued and unpaid special interest, if any.

Capped Calls Transactions

On June 22, 2026, in connection with the pricing of the Convertible Notes, and on June 23, 2026, in connection with the initial purchasers’ exercise in full of their option to purchase additional Convertible Notes, we entered into privately negotiated Capped Calls transactions with certain of the initial purchasers or their respective affiliates and certain other financial institutions at a cost of $123.2 million. The Capped Calls initially cover, subject to customary anti-dilution adjustments, the number of shares initially underlying the notes sold in the offering

The Capped Calls are expected generally to reduce the potential dilution to our Class A common stock upon any conversion of the Convertible Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The Capped Calls were recorded as a reduction to additional paid-in capital and will not be remeasured.

The Capped Calls have an initial strike price of $174.4227 per share of Class A common stock subject to certain adjustments, and an initial cap price of approximately $237.8475 per share of Class A common stock, subject to certain adjustments. Conditions that cause adjustments to the initial cap price mirror conditions that result in corresponding adjustments for the Convertible Notes.

Revolving Credit Facilities

RHM March 2026 Credit Agreement

On March 9, 2026, RHM entered into the RHM March 2026 Credit Agreement, amending and restating the unsecured revolving line of credit entered into in March 2024 and first amended in March 2025 (refer to Note 11 - Financing Activities and Off-Balance Sheet Risk, of the 2025 Form 10-K for more information). The RHM March 2026 Credit Agreement has an initial commitment of $1.0 billion with a maturity date of March 21, 2028. Under circumstances described in the RHM March 2026 Credit Agreement, the aggregate commitments may be increased from time to time by up to $500 million in the aggregate (the “Accordion”), for a total commitment of up to $1.50 billion. Borrowings under the RHM March 2026 Credit Agreement will bear interest at a rate per annum equal to the Alternate Base Rate or Adjusted Term SOFR plus an applicable margin rate of 1.50%. For purposes of the RHM March 2026 Credit Agreement, the Alternate Base Rate is the greatest of (i) the prime rate then in effect, (ii) the Federal Reserve Bank of New York rate then in effect plus 0.5% and (iii) the Adjusted Term SOFR for a one month interest period plus 1.0%. The Adjusted Term SOFR Rate is equal to the Term SOFR, published by the Term SOFR Administrator, plus the Term SOFR Adjustment. The Term SOFR Adjustment is 0.10%. If the Adjusted Term SOFR Rate is less than the floor of 0%, such rate shall be deemed to be equal to the floor. RHM is obligated to pay a commitment fee calculated at a per annum rate equal to 0.25% on any unused amount.

RHS March 2026 Credit Agreement

On March 20, 2026, RHS, our wholly-owned subsidiary, entered into the RHS March 2026 Credit Agreement among RHS, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, amending and restating the $2.65 billion 364-day senior secured revolving credit facility entered into in March 2025 (refer to Note 11 - Financing Activities and Off-Balance Sheet Risk, of the 2025 Form 10-K for more information).

The RHS March 2026 Credit Agreement provides for a 364-day senior secured revolving credit facility with a total commitment of $3.25 billion. Under circumstances described in the RHS March 2026 Credit Agreement, the aggregate commitments may be increased by up to $1.625 billion via an accordion feature, for a total commitment of $4.875 billion. Borrowings under the credit facility must be specified to be Tranche A, Tranche B, Tranche C or a combination thereof, with each tranche being secured by different assets of RHS as set forth in the RHS March 2026 Credit Agreement. Borrowings under the RHS March 2026 Credit Agreement will bear interest at a rate per annum equal to the greatest of (i) Daily Simple SOFR (as defined in the RHS March 2026 Credit Agreement), (ii) the Federal Funds Effective Rate (as defined in the RHS March 2026 Credit Agreement) and (iii) the Overnight Bank Funding Rate (as defined in the RHS March 2026 Credit Agreement), in each case, as of the day the loan is initiated, plus an applicable margin rate. The applicable margin rate is 1.25% for Tranche A loans and 2.50% for Tranche B and Tranche C loans. Undrawn commitments will accrue commitment fees at a rate per annum equal to 0.45%.

The RHS March 2026 Credit Agreement requires RHS to maintain a minimum consolidated tangible net worth and a minimum excess net capital, and subjects RHS to a specified limit on minimum net capital to aggregate debit items. In addition, the RHS March 2026 Credit Agreement contains certain customary affirmative and negative covenants, including limitations with respect to debt, liens, fundamental changes, asset sales, restricted payments, investments and transactions with affiliates, subject to certain exceptions. Amounts due under the RHS March 2026 Credit Agreement may be accelerated upon an “event of default,” as defined in the RHS March 2026 Credit Agreement, such as failure to pay amounts owed thereunder when due, breach of a covenant, material inaccuracy of a representation, or occurrence of bankruptcy or insolvency, subject in some cases to cure periods.

As of December 31, 2025 and June 30, 2026, there wereno borrowings outstanding and we were in compliance with all covenants, as applicable, under our revolving credit facilities.

Credit Card Funding Trust

Under terms of the Coastal Bank Program Agreement (discussed below), Robinhood Credit has the ability to purchase credit card receivables originated and held for a period of time by Coastal Bank. Robinhood Credit continues to earn interest from customers and uses these purchased credit card receivables as collateral under a trust structure to access debt financing in the ordinary course of business. To help facilitate these transactions, we created a VIE known as the Trust.

We are the primary beneficiary of the Trust as, through our role as the servicer and administrator, we have the power to direct the activities that most significantly affect the Trust’s economic performance and, due to owning all the equity interest in the Trust, have the right to receive benefits or the obligation to absorb losses. As such, we consolidate the Trust in the unaudited condensed consolidated financial statements. Substantially all of the Trust’s assets and liabilities are the purchased credit card receivables, included in receivables from users, net, and the outstanding borrowing, included in other current liabilities, on the unaudited condensed consolidated balance sheets.

Our exposure to losses in the Trust is limited to the carrying value of net assets held by the Trust, including expected credit losses related to the purchased credit card receivables (Refer to Note 7 - Allowance for Credit Losses). For the Trust, the creditors have no recourse to our general credit and the liabilities of the Trust can only be settled by the Trust’s assets. Additionally, the assets of the Trust can only be used to settle obligations of the Trust.

As of June 30, 2026, the Trust maintainedsix revolving borrowing arrangements (with Barclays, SVB, Wells Fargo, Truist Bank, Goldman Sachs, and Mizuho) providing an aggregate commitment limit of $1.55 billion. These facilities have revolving periods ending between November 2026 and April 2029. Borrowings generally bear interest at a commercial paper rate, Term SOFR, or Daily Simple SOFR plus applicable margins ranging from 1.30% to 1.50%. Undrawn amounts accrue commitment fees between 0.20% and 0.35%. As of June 30, 2026, the weighted-average interest rate of the active arrangements was 5.06%.

For the year ended December 31, 2025 and during the six months ended June 30, 2026, the Trust purchased $5.2 billion and $6.2 billion of credit card receivables. As of December 31, 2025 and June 30, 2026, the carrying value of purchased credit card receivables that had not been collected, net of provision for credit losses, was $786 million and $1.1 billion, and the outstanding balance of borrowing principal and interest was $602 million and $959 million. For the three and six months ended June 30, 2025, the net interest revenue of the Trust was $8 million and $12 million. For the three and six months ended June 30, 2026, the net interest revenue of the Trust was $34 million and $61 million.

On July 23, 2026, the Trust completed an inaugural issuance of $500 million of Series 2026-1 asset-backed notes, which are secured primarily by a pool of credit card receivables originated by Coastal Bank and part of the Trust collateral. The offering consisted offour classes of fixed-rate notes that were issued to qualified institutional buyers in a private offering pursuant to Rule 144A and Regulation S under the Securities Act. The notes have a revolving period ending in June 2029, with a final maturity date in July 2031. The notes have a weighted average coupon of approximately 4.86%.

Off-Balance Sheet Risk

Coastal Bank Program Agreement

Under a program agreement between us and Coastal Bank (the “Program Agreement”) most recently amended in March 2026, Coastal Bank may fund up to $500 million of credit card receivables. Robinhood Credit pays Coastal Bank interest based on the average balance of advances during the month at the federal funds rate plus a margin of 2.65% on the first $300 million and 1.15% on such amounts in excess of $300 million.

The credit card receivables and the funding from Coastal Bank are off-balance sheet, considering Coastal Bank is the legal lender and originator, the party to which the customer has a creditor-borrower relationship, and the legal owner of the receivables. As of June 30, 2026, the off-balance sheet credit card receivables funded under the Program Agreement was $214 million.

Transaction Settlement

Our users have ownership of the securities they transact on our platforms, including those that collateralize margin loans, and, as a result, such securities are not presented on our unaudited condensed consolidated balance sheets. In the normal course of business, we engage in activities involving settlement and financing of securities transactions. User securities transactions are recorded on a settlement date basis. The settlement date for equities and options isone business day after the trade date. These activities may expose us to off-balance sheet risk in the event that the other party to the transaction is unable to fulfill its contractual obligations. In such events, we may be required to purchase financial instruments at prevailing market prices in order to fulfill our obligations.

Cryptocurrency Held in Custody on Behalf of Users

We hold cryptocurrencies in custody on behalf of our users which includes staked assets on our platform, totaling $38.2 billion and$26.3 billion at fair value at December 31, 2025 and June 30, 2026, and these assets were not recorded on our unaudited condensed consolidated balance sheets. The fair value was determined based on observed market pricing representing the last price executed for trades of each cryptocurrency at period ends. We also considered whether a liability representing anticipated losses from crypto assets that we hold in custody on behalf of users should be recognized and determined the likelihood of such losses was remote. As such, we didnot record a liability at December 31, 2025 and June 30, 2026.

NOTE 12: COMMON STOCK AND STOCKHOLDERS’ EQUITY

Preferred Stock

As of June 30, 2026, no terms of the preferred stock were designated andno shares of preferred stock were outstanding.

Common Stock

We have three authorized classes of common stock: Class A, Class B, and Class C. Holders of our Class A common stock are entitled toone vote per share on all matters to be voted upon by our stockholders, holders of our Class B common stock are entitled to 10 votes per share on all matters to be voted upon by our stockholders and, except as otherwise required by applicable law, holders of our Class C common stock are not entitled to vote on any matter to be voted upon by our stockholders. The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by our Charter or applicable law.

Warrants

As of June 30, 2026, we had outstanding warrants with a strike price of $26.60 that can be exercised to purchase 8.74 million shares of Class A common stock. The warrants expire on February 12, 2031 and can be exercised with cash or net shares settled at the holder’s option. For the six months ended June 30, 2026, no warrants were exercised via net settlement, resulting inno shares of Class A common stock issued, and the maximum purchase amount of all remaining outstanding warrants was $232 million.

Share Repurchase Program

On March 24, 2026, the Company announced that its board of directors approved the Repurchase Program authorizing the Company to repurchase up to $1.5 billion of its outstanding Class A common stock. The Repurchase Program replaced the Prior Repurchase Program and is inclusive of amounts that remained available for repurchase under the Prior Repurchase Program which were rolled over into the Repurchase Program, and represents more than $1.1 billion of incremental capacity. While the Repurchase Program does not have an expiration date, management currently expects to conduct the Repurchase Program over a period of approximately three years, beginning in the first quarter of 2026.

The timing and amount of repurchase transactions will be determined by us from time to time at our discretion based on our evaluation of market conditions, share price, and other factors, and repurchase transactions may be made using a variety of methods, such as open market share repurchases, including the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, or other financial arrangements or transactions. The Repurchase Program does not obligate the Company to acquire any particular amount of Class A common stock, and the Repurchase Program may be suspended or discontinued at any time at our discretion.

For the three and six months ended June 30, 2026, we repurchased approximately 1.7 million and 4.8 million shares of our Class A common stock for $124 million and $374 million under our Repurchase Program. In addition, we repurchased 2.7 million shares of our Class A common stock for $290 million using the net proceeds from the offering of the Convertible Notes during the current period. Refer to Note 11 - Financing Activities and Off-Balance Sheet Risk for more details.

Equity Incentive Plans

2021 Omnibus Incentive Plan

Our 2021 Plan became effective on July 27, 2021, and provides for the grant of share-based awards (such as options, including ISOs, NSOs, SARs, RSAs, RSUs, performance restricted stock units (“PSUs”), and other equity-based awards) and cash-based awards.

As of June 30, 2026, an aggregate of 537 million shares had been authorized for issuance under the 2013 Plan, 2020 Plan, and 2021 Plan, of which 179 million shares had been issued under the plans,11 million shares were reserved for issuance upon the exercise or settlement of outstanding equity awards under the plans, and 347 million shares remained available for new grants under the 2021 Plan.

Time-Based RSUs

We grant RSUs that vest upon the satisfaction of a time-based service condition. The following table summarizes the activity related to our Time-Based RSUs for the six months ended June 30, 2026, which is the period we grant our company-wide annual refresh grants:

Performance Restricted Stock Units

We grant PSUs that generally vest overone tothree years upon the satisfaction of performance conditions. There wereno unvested PSUs outstanding as of December 31, 2025. During the six months ended June 30, 2026, we granted 0.3 million PSUs with a weighted-average grant date fair value of $82.07 per unit. The number of PSUs granted represents the aggregate maximum number of shares that may be earned and issued with respect to these awards over their full terms. During the six months ended June 30, 2026, no shares underlying PSUs vested.

Acquisition of TradePMR

In connection with the acquisition of TradePMR, we issued approximately 2 million unvested shares of Class A common stock, valued at approximately $100 million as of the closing date of the acquisition, that will vest over afour-year period post-acquisition, subject to the terms of a vesting agreement. These shares are not part of the equity incentive plans described above. Shares of unvested restricted stock have the same voting rights as all other Class A common stock and are considered to be issued and outstanding. The following table summarizes the activity for the six months ended June 30, 2026:

Share-Based Compensation

The following table presents SBC on our unaudited condensed consolidated statements of operations for the periods indicated:

We have capitalized SBC expense related to internally developed software of $6 million and $10 million during the three and six months ended June 30, 2026 compared to $5 million and $11 million for the three and six months ended June 30, 2025.

As of June 30, 2026, there was $520 million of unrecognized SBC expense that is expected to be recognized over a weighted-average period of 1.13 years.

NOTE 13: NET INCOME (LOSS) PER SHARE

We present net income (loss) per share using the two-class method. Class A and Class B common stock have identical liquidation and dividend rights, differing only in voting rights; accordingly, undistributed earnings are allocated proportionately and EPS is the same for both classes on an individual and combined basis. We compute the dilutive effect of shares issuable upon conversion of our Convertible Notes using the if-converted method and the dilutive effect of equity awards under our employee equity incentive plans using the treasury stock method. The following table presents the calculation of basic and diluted EPS:

The following potential common shares were excluded from the calculation of diluted EPS because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions that were not satisfied by the end of the period:

Our Capped Calls were also excluded from the calculation of diluted net income per share as the effect would have been antidilutive.

NOTE 14: LEASES

Our operating leases are substantially comprised of office facilities, and we do not have any finance leases. Lease assets and liabilities recognized on our unaudited condensed consolidated balance sheets were as follows:

Cash flows related to leases were as follows:

NOTE 15: COMMITMENTS & CONTINGENCIES

We are subject to contingencies arising in the ordinary course of our business, including contingencies related to legal, regulatory, non-income tax and other matters. We record an accrual for loss contingencies at management’s best estimate when we determine that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If the reasonable estimate is a range and no amount within that range is considered a better estimate than any other amount, an accrual is recorded based on the bottom amount of the range. If a loss is not probable, or a probable loss cannot be reasonably estimated, no accrual is recorded. Amounts accrued for contingencies in the aggregate were $71 million as of December 31, 2025 and $89 million as of June 30, 2026. In our opinion, an adequate accrual had been made as of each such date to provide for the probable losses of which we are aware and for which we can reasonably estimate an amount.

Legal and Regulatory Matters

The securities industry, and many other industries in which we operate, are highly regulated and many aspects of our business involve substantial risk of liability. In past years, there has been an increase in litigation and regulatory investigations involving the brokerage, cryptocurrency, derivatives, advisory and credit card industries. Litigation has included and may in the future include class action suits that generally seek substantial and, in some cases, punitive damages. Federal and state regulators, exchanges, other SROs, or international regulators investigate issues related to regulatory compliance that may result in enforcement action. We are also subject to periodic regulatory audits and inspections that have in the past and could in the future lead to enforcement investigations or actions.

We have been named as a defendant in lawsuits and from time to time we have been threatened with, or named as a defendant in arbitrations and administrative proceedings. The outcomes of these matters are inherently uncertain and some may result in adverse judgments or awards, including penalties, injunctions, or other relief, and we may also determine to settle a matter because of the uncertainty and risks of litigation.

With respect to matters discussed below, we believe, based on current knowledge, that any losses (in excess of amounts accrued, if applicable) as of June 30, 2026 that are reasonably possible and can be reasonably estimated will not, in the aggregate, have a material adverse effect on our business, financial position, operating results, or cash flows. However, for many of the matters disclosed below, particularly those in early stages, we cannot reasonably estimate the reasonably possible loss (or range of loss), if any. In addition, the ultimate outcome of legal proceedings involves judgments and inherent uncertainties and cannot be predicted with certainty. Any judgment entered against us, or any adverse settlement, could materially and adversely impact our business, financial condition, operating results, and cash flows. We might also incur substantial legal fees, which are expensed as incurred, in defending against legal and regulatory claims.

Described below are certain pending matters in which there is at least a reasonable possibility that a material loss could be incurred. We intend to continue to defend these matters vigorously.

Best Execution, Payment for Order Flow, and Sources of Revenue Civil Litigation

Beginning in December 2020, multiple putative securities fraud class action lawsuits were filed against RHM, RHF, and RHS. Five cases were consolidated in the U.S. District Court for the Northern District of California. An amended consolidated complaint was filed in May 2021, alleging violations of Section 10(b) of the Exchange Act and various state law causes of action based on claims that we violated the duty of best execution and misled putative class members by publishing misleading statements and omissions in customer communications relating to the execution of trades and revenue sources (including PFOF). Plaintiffs seek unspecified monetary damages, restitution, disgorgement, and other relief. In February 2022, the court granted Robinhood’s motion to dismiss the amended consolidated complaint without prejudice. In March 2022, plaintiffs filed a second consolidated amended complaint, alleging only violations of Section 10(b) of the Exchange Act, which Robinhood moved to dismiss. In October 2022, the court granted Robinhood’s motion in part and denied it in part. In November 2022, Robinhood filed a motion for judgment on the pleadings, which the court denied in January 2023. In March 2024, Plaintiffs filed a motion for class certification, which Robinhood opposed. In October 2024, the court denied class certification without prejudice. Plaintiffs filed a renewed motion for class certification in January 2025, which Robinhood is opposing. In June 2025, Robinhood agreed to a settlement in principle with plaintiffs. The settlement was approved by the court in June 2026.

State Regulatory Matters

The New York Attorney General is conducting an investigation into brokerage execution quality and collaring the prices of certain trade orders. The MSD is examining, among other things, RHF’s customer complaint supervision, the disruptions experienced by BOATS during the Robinhood 24 Hour Market overnight trading session on August 4-5, 2024, and the offerings of presidential election and sports event contracts. We are cooperating with these investigations.

Brokerage Enforcement Matters

The FINRA Enforcement and Examination staff are conducting investigations related to, among other things, the disruptions experienced by BOATS during the Robinhood 24 Hour Market overnight trading session on August 4-5, 2024. The FDIC is investigating issues related to compliance with the EFTA. We are cooperating with these investigations.

Early 2021 Trading Restrictions Matters

Beginning on January 28, 2021, due to increased deposit requirements imposed on RHS by the NSCC in response to unprecedented market volatility, particularly in certain securities, RHS temporarily restricted or limited its customers’ purchase of certain securities, including GameStop Corp. and AMC Entertainment Holdings, Inc., on our U.S. trading platform (the “Early 2021 Trading Restrictions”).

A number of individual actions related to the Early 2021 Trading Restrictions were filed against RHM, RHF, and RHS and remain pending in arbitrations. The actions assert violations of securities laws and common law causes of action and seek monetary damages, costs and expenses, and other relief.

RHM, RHF, RHS, and our CEO, Vladimir Tenev, among others, have received requests for information, and in some cases, subpoenas and requests for testimony, related to investigations and examinations of the Early 2021 Trading Restrictions from the USAO, the DOJ, Antitrust Division, the New York Attorney General’s Office, other state attorneys general offices, and a number of state securities regulators. Also, a related search warrant was executed by the USAO to obtain Mr. Tenev’s cell phone. There have been several inquiries based on specific customer complaints. As previously disclosed, on March 6, 2025, we resolved FINRA’s investigation into these matters as part of the March 2025 FINRA Settlement (as defined below). We have not otherwise received requests related to the Early 2021 Trading Restrictions in over two years.

IPO Litigation

In December 2021, Philip Golubowski filed a putative class action in the U.S. District Court for the Northern District of California against RHM, the officers and directors who signed Robinhood’s IPO offering documents, and Robinhood’s IPO underwriters. Plaintiff’s claims are based on alleged false or misleading statements in Robinhood’s IPO offering documents allegedly in violation of Sections 11 and 12(a) of the Securities Act. Plaintiff seeks unspecified compensatory damages, rescission of shareholders’ share purchases, and an award for attorneys’ fees and costs. In February 2022, certain alleged Robinhood stockholders submitted applications seeking appointment by the court to be the lead plaintiff to represent the putative class in this matter, and in March 2022, the court appointed lead plaintiffs. In June 2022, plaintiffs filed an amended complaint. In August 2022, Robinhood filed a motion to dismiss the complaint. In February 2023, the court granted Robinhood’s motion without prejudice. In March 2023, plaintiffs filed a second amended complaint. In January 2024, the court granted Robinhood’s motion to dismiss the second amended complaint without leave to amend. In February 2024, plaintiffs filed a notice of appeal to the Ninth Circuit. On August 29, 2025, the Ninth Circuit issued its opinion affirming in part and reversing in part the district court. Robinhood’s petition for rehearing en banc was denied. In February 2026, Robinhood filed for a writ of certiorari in the United States Supreme Court, which remains pending.

In January 2022, Robert Zito filed a complaint derivatively on behalf of Robinhood against Robinhood’s directors at the time of its IPO in the U.S. District Court for the District of Delaware. Plaintiff alleges breach of fiduciary duties, waste of corporate assets, unjust enrichment, and violations of Section 10(b) of the Exchange Act. Plaintiff’s claims are based on allegations of false or misleading statements in Robinhood’s IPO offering documents, and plaintiff seeks an award of unspecified damages and restitution to the Company, injunctive relief, and an award for attorney’s fees and costs. In March 2022, the district court entered a stay of this litigation pending resolution of Robinhood’s motion to dismiss in the Golubowski securities action discussed above.

In August 2022, a shareholder sent a letter to the RHM board of directors demanding, among other things, that the board of directors pursue causes of action on behalf of the Company related to allegations of misconduct in connection with the Early 2021 Trading Restrictions, Robinhood’s IPO offering documents, and the November 2021 Data Security Incident. The board of directors has formed a Demand Review Committee. The board of directors has rejected the demand in part and the Demand Review Committee continues to review the remaining part.

Pay Transparency Litigation

In July 2024, RHM, RHY, and RHC were sued in a putative class action captioned John Milito v. Robinhood Markets, Inc. et. al., alleging that Robinhood violated Washington’s Equal Pay and Opportunity Act, because some of the Company’s job postings allegedly failed to include a wage scale or salary range. The complaint seeks unspecified total statutory damages, attorneys’ fees and costs, injunctive relief, and declaratory relief. The case was stayed in the Superior Court in King County in Washington pending a certified question to the Washington Supreme Court. In September 2025, the Washington Supreme Court issued an opinion addressing the certified question and held that a job applicant for a job posting that failed to include a wage scale or salary range does not need to prove they are a “bona fide” or “good faith” applicant to obtain remedies under the applicable statute. The stay has been lifted and the case is proceeding in discovery.

Cash Sweep Litigation

In October 2024, RHM, RHF, and RHS were sued in a putative class action captioned Dey v. Robinhood Markets, Inc. et. al., in the U.S. District Court for the Northern District of California. Plaintiff asserts breach of fiduciary duty, gross negligence, negligent misrepresentation and omissions, breach of implied covenant of good faith and dealing, and violation of California’s unfair competition law based on allegations that defendants failed to pay a reasonable rate of interest to non-Robinhood Gold brokerage account holders on cash balances swept to program bank deposit programs. The complaint seeks, among other things, certification of the class, unspecified monetary, punitive, treble, and statutory damages, restitution, disgorgement, attorneys’ fees and costs, injunctive relief, and declaratory relief. In January 2025, Robinhood filed a motion to dismiss. On April 28, 2025, the court granted in part and denied in part Robinhood’s motion to dismiss. In May 2025, RHM, RHF, and RHS were sued in a putative class action captioned Deeney v. Robinhood Markets, Inc. et al., in the U.S. District Court for the Northern District of California, which also made allegations related to Robinhood’s cash sweep program. The complaint sought, among other things, certification of the class, unspecified monetary damages, attorneys’ fees and costs, and restitution. The parties in Dey and Deeney have agreed to consolidate the matters and Plaintiffs have filed an amended consolidated complaint. The complaint seeks, among other things, certification of the class, unspecified monetary, punitive, treble, and statutory damages, restitution, disgorgement, attorneys’ fees and costs, injunctive relief, and declaratory relief. Robinhood moved to dismiss the complaint, which was granted in part and denied in part. Robinhood has reached a settlement in principle.

Event Contracts Litigation

In June 2025, RHM and RHD were sued along with several co-defendants, in state court insix states (Georgia, Illinois, Kentucky, Massachusetts, Ohio and South Carolina) by Georgia Gambling Recovery LLC, Illinois Gambling Recovery LLC, Kentucky Gambling Recovery LLC, Massachusetts Gambling Recovery LLC, Ohio Gambling Recovery LLC, and South Carolina Gambling Recovery LLC respectively. Each plaintiff asserts a claim under the respective state’s Statute of Anne, which are statutes that permit recovery of gambling losses under certain conditions, which vary by state. Each plaintiff seeks damages for losses allegedly sustained in trading certain event contracts, including damage multipliers in certain states, attorney’s fees and costs, and declaratory relief. Robinhood removed allsix cases to federal court. Each plaintiff sought to remand the matters. The court in Georgia denied plaintiff’s motion to remand and RHD moved to dismiss the action. The courts in Illinois, Kentucky, and Ohio granted plaintiff’s motion to remand. Plaintiffs voluntarily dismissed RHD in Georgia, Massachusetts, Ohio, and South Carolina and have moved to voluntarily dismiss RHD in Illinois. In May 2026, the court in Kentucky ordered asix-month stay.

In July 2025, RHM and RHD, among others, were sued by the Blue Lake Rancheria, Chicken Ranch Rancheria of Me-Wuk Indians, and Picayune Rancheria of the Chukchansi Indians (the “Blue Lake plaintiffs”) in the U.S. District Court for the Northern District of California. The complaint alleges that certain event contracts offered by RHD are unlawful sports gambling activity. The Blue Lake plaintiffs allege several causes of action including violation of the Indian Gaming Regulatory Act, violation of tribal gaming Ordinances, civil violation of the Racketeer Influenced and Corrupt Organizations Act (RICO), infringement of tribal sovereignty, and false advertising under the Lanham Act. The Blue Lake plaintiffs have asserted only the RICO cause of action against RHM and RHD. The complaint seeks injunctive relief, declaratory relief, damages, treble damages, costs, and attorney’s fees. In September 2025, the Blue Lake plaintiffs moved for a preliminary injunction. The court denied the motion and plaintiffs have appealed the denial to the U.S. Court of Appeals for the Ninth Circuit, which remains pending. In the district court, Robinhood has moved to dismiss the action. The district court has stayed the matter pending the outcome of the plaintiffs’ appeal and another appeal related to event contracts in the Ninth Circuit.

In August 2025, a similar suit was filed against RHM and RHD, among others, by the Ho-Chunk Nation in the U.S. District Court for the Western District of Wisconsin alleging substantially the same facts and causes of action and seeking substantially the same relief. The Ho-Chunk Nation only asserted a claim for a civil violation of RICO against RHM and RHD. In December 2025, the plaintiff moved for a preliminary injunction, which Robinhood opposed. Robinhood also moved to dismiss the action. In May 2026, the district court denied the motion for preliminary injunction and dismissed the RICO claim against Robinhood. The Ho-Chunk Nation has moved to amend the complaint but has not named Robinhood in the proposed amended complaint.

In August 2025, RHD filed suits in the U.S. District Court for the District of Nevada and U.S. District Court for the District of New Jersey seeking injunctive relief from enforcement of Nevada and New Jersey state gaming laws respectively. In September 2025, RHD filed suit in the U.S. District Court for the District of Massachusetts seeking similar injunctive relief from enforcement of Massachusetts state gaming laws.

In March 2026, RHD filed suits in the U.S. District Court for the Western District of Michigan and the U.S. District Court for the Western District of Washington seeking similar injunctive relief from enforcement of Michigan and Washington’s state gaming laws respectively.

The CFTC has filed lawsuits against state authorities in several states across the country, generally asserting that the CEA preempts the application of state gambling laws to the offering of federally regulated event contracts. In April 2026, the CFTC filed a complaint against the State of Connecticut and its gaming authorities, alleging that Connecticut laws which the State sought to enforce against certain DCMs preempted by federal law. In June 2026, RHD filed an unopposed motion to intervene as a plaintiff in the CFTC’s action in Connecticut, which remains pending.

New Jersey agreed to a preliminary injunction pending the outcome of its appeal in the Third Circuit of the grant of a preliminary injunction in a similar case brought by KalshiEx LLC. In April 2026, the Third Circuit ruled in favor of KalshiEx LLC. The court extended the preliminary injunction and the parties are to submit a joint letter after New Jersey petitions for a writ of certiorari from the United States Supreme Court or the deadline for petition for a writ lapses.

In Nevada, the court denied RHD’s motion for a preliminary injunction. Robinhood has agreed to cease offering new sports-related event contracts in Nevada as of December 1, 2025, and to take action to explore unwinding longer-duration open sports-related event contracts in Nevada, in exchange for the State’s agreement to refrain from enforcing its state gaming laws during the pendency of RHD’s appeal. RHD appealed the decision to the U.S. Court of Appeals for the Ninth Circuit and moved for an injunction pending appeal, both of which remain pending. Oral argument on the appeal was heard on April 16, 2026.

In Massachusetts, the court initially dismissed RHD’s suit as unripe. RHD’s motion for reconsideration was granted. RHD filed an amended complaint and renewed its motion for a preliminary injunction.

Massachusetts agreed to refrain from enforcing its state gaming laws pending: (1) a decision on RHD’s then-pending preliminary injunction motion; (2) a final decision on the injunction from a Massachusetts appellate court in KalshiEx’s state court enforcement litigation; and (3) any stay is lifted in KalshiEx’s state court enforcement litigation. The district court dismissed RHD’s amended complaint as unripe. RHD has appealed to the U.S. Court of Appeals for the First Circuit.

In Michigan, RHD’s motion for preliminary injunction was denied in June 2026 and RHD has appealed to the U.S. Court of Appeals for the Sixth Circuit.

In Washington, the State agreed to non-enforcement of certain state laws against RHD for event contracts trading while the Ninth Circuit decision in the Nevada action described above is either pending or the deadline to seek en banc review of the Ninth Circuit’s decision elapses or such review is denied.

On April 22, 2026, RHD and several co-defendants were sued in a putative class action in state court in Massachusetts by a purported Robinhood customer seeking to recover losses incurred as a result of sports-related event contract trading under Massachusetts’s Statute of Anne and a theory of unjust enrichment. Plaintiff seeks declaratory relief, injunctive relief, unspecified damages, interest, and attorney’s fees and costs. RHD removed the case to federal court and has moved to compel it to arbitration.

On April 22, 2026, RHM and RHD were sued in a putative class action in U.S. District Court for the Northern District of California. The plaintiffs, purported Robinhood customers, alleged that Robinhood’s sports-related event contracts violate California’s Unfair Competition Law, California’s Consumer Legal Remedies Act, New Jersey’s Statute of Anne, New Jersey’s Consumer Fraud Act, New York’s deceptive business practices and false advertising laws, New York’s Statute of Anne, and Michigan’s gambling loss recovery act, Michigan’s Consumer Protection Act, and further sought to recover damages under a theory of unjust enrichment. Plaintiffs seek declaratory relief, injunctive relief, unspecified damages including treble or punitive damages, restitution, disgorgement, attorney’s fees, interest and costs.

In June 2026, three additional related putative class actions were filed against RHM and RHD in federal court in the Northern District of California alleging that Robinhood’s sports event contracts constitute illegal gambling and asserting claims under various state gambling loss recover acts, state consumer-protection acts, and a theory of unjust enrichment. These suits seek damages (including treble and punitive), compliance changes, restitution, disgorgement, attorney's fees and costs. These four matters have been consolidated and Robinhood has moved to compel the majority of the plaintiffs to arbitration.

On April 23, 2026, the State of Wisconsin filed a lawsuit against RHD, RHM, RHS, Kalshi, Inc., KalshiEx, LLC, Kalshi Klear, LLC, Kalshi Trading, LLC, Coinbase Global, Inc., and Coinbase Financial Markets, Inc., in Wisconsin state court alleging that sports-related event contracts constitute illegal sports betting and are a public nuisance. Wisconsin seeks a declaratory judgment and a preliminary and permanent injunction preventing the defendants from offering sports-related event contracts in Wisconsin. The State of Wisconsin moved for a temporary injunction to enjoin Robinhood and its co-defendants from offering sports-related event contracts in Wisconsin. On April 24, 2026, the Kalshi defendants removed the case to the U.S. District Court for the Western District of Wisconsin with the consent of the Robinhood and Coinbase defendants. Wisconsin has moved to remand and moved for a preliminary injunction. On June 1, 2026 and July 8, 2026, RHS and RHM, respectively, were dismissed from the action.

On June 17, 2026, the Commonwealth of Kentucky sued RHM, RHD, KalshiEx, LLC, Kalshi, Inc., Kalshi Klear, Inc., Kalshi Klear, LLC, Kalshi Trading, LLC, Webull Corporation, and Coinbase Financial Markets, Inc. in Kentucky state court asserting violations of Kentucky’s Consumer Protection Act, Kentucky’s Loss Recovery Act, and Kentucky’s gambling regulations. Kentucky seeks declaratory relief, injunctive relief, damages (including treble and punitive damages), statutory and civil penalties, restitution, and disgorgement. The Kalshi defendants removed the case to the U.S. District Court for the Eastern District of Kentucky with the Robinhood and Coinbase defendants. Kentucky has moved to remand.

Google Tracking Privacy Litigation

On May 8, 2026, a putative class action was filed in the U.S. District Court for the Northern District of California alleging that RHM violated various privacy laws and allowed sensitive personal financial information including account positions and account numbers to be transmitted to Google without customer consent. Plaintiff asserts violations of the Electronic Communications Privacy Act, California Invasion of Privacy Act, California Consumer Privacy Act, negligence, breach of implied contract, intrusion upon seclusion, and breach of confidence. Plaintiff is seeking declaratory relief, injunctive relief, statutory damages, disgorgement, attorney's fees and costs.

Stubhub IPO Litigation

On June 29, 2026, RHF was named, alongside Stubhub Holdings, Inc. (“Stubhub”), Stubhub officers and directors who signed Stubhub’s IPO documents, Stubhub’s IPO underwriters, and SoFi Securities LLC in a complaint filed in the U.S. District Court for the Southern District of New York alleging that Stubhub’s IPO documents contained materially misleading information about Stubhub’s near-term market opportunity, advertising business and financials. RHF was named as a “Selling Group Defendant.” Plaintiff is seeking unspecified compensatory damages, rescission, disgorgement, injunctive relief, and costs and expenses. RHF is only named in the Section 12(a)(2) claim, which alleges that RHF failed to exercise reasonable care to ensure that statements in the IPO offering documents were true and not materially misleading.