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Robinhood Markets, Inc.

For the period ended Jun 30, 2026. Filed Jul 30, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 30, 2026

HOOD$81.33-2.4%Stored close · as of Nov 10, 2026

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Unregistered Sales of Equity Securities and Use of Proceeds

Sales of Unregistered Securities

Except as disclosed in our Current Report on Form 8-K filed with the SEC on June 25, 2026, with respect to the Convertible Notes, from April 1, 2026 through June 30, 2026, the Company did not sell any shares of Class A common stock (or other equity securities of RHM) that were not registered under the Securities Act.

Issuer Purchases of Equity Securities

The following table presents repurchases of shares of our Class A common stock during the three months ended June 30, 2026:

PeriodTotal Number of Shares PurchasedAverage Price Paid per Share (1)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
(in millions)
April 1, 2026 - April 30, 2026877,383$70.01877,383$1,437
May 1, 2026 - May 31, 2026719,081$75.90719,081$1,382
June 1, 2026 - June 30, 2026 (3)2,833,910$105.9090,910$1,373
Total4,430,374$93.541,687,374$1,373

(1) The average cost per share excludes the 1% excise tax on net share repurchase and commissions.

(2)On March 24, 2026, we announced that the 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 replaces the Company’s 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 its discretion based on its 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 us 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. Refer to Note 12 - Common Stock and Stockholders’ Equity of our unaudited condensed consolidated financial statements in this Quarterly Report for more information about the Repurchase Program.

(3)Includes 2,743,000 shares of Class A common stock repurchased on June 25, 2026 at$105.71 per share in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate in connection with the offering of our Convertible Notes. Refer to Note 11 - Financing Activities and Off-Balance Sheet Riskof our unaudited condensed consolidated financial statements in this Quarterly Report for more information. These repurchases were not made pursuant to the Repurchase Program.

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