Robinhood Markets, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 30, 2026

OR

For the transition period from ________ to ________

Commission File Number:001-40691

Robinhood Markets, Inc.

(Exact name of registrant as specified in its charter)

85 Willow Rd

Menlo Park, CA 94025

(Address of principal executive offices, including zip code)

(844)428-5411

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filero Non-accelerated filero Smaller reporting company☐ Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso No☒

As of October 21, 2026, the numbers of shares of the issuer’s Class A and Class B common stock outstanding were 793,425,151 and 107,066,126.

TABLE OF CONTENTS

Glossary of Terms

The following terms, abbreviations and acronyms are used to identify frequently used terms in this report:

Supported Cryptocurrencies

We currently support trading in the following cryptocurrencies, where available(1):

(1) Not all cryptocurrencies are available in every state. An asterisk indicates a cryptocurrency is not currently available for trading in New York; a double asterisk indicates a cryptocurrency is not currently available for trading in New York or Texas.

CAUTIONARY NOTE REGARDING FORWARD‑LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) of Robinhood Markets, Inc. (“RHM” and, together with its subsidiaries, “we,” “us,” “Robinhood,” or the “Company”) contains forward-looking statements (as such phrase is used in the federal securities laws), which involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “believe,” “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. This Quarterly Report includes, among others, forward-looking statements regarding:

•our expectations regarding existing and potential future legal and regulatory proceedings, rulemakings, and investigations;

•our intent to continue expanding our operations outside of the United States;

•that we are continuously introducing new products and diversifying our services that further expand access to the financial system;

•our expectations regarding legislative developments and their impact on us, including with respect to the CLARITY Act and the GENIUS Act;

•our expectation that management will exclude WonderFi from its assessment of internal control over financial reporting for 2026;

•our expectations about adapting our product and service offerings to reflect local regulatory requirements, customer preferences, and other location-specific factors when pursuing such expansion;

•the Repurchase Program and our current expectations with respect to timing;

•that we expect that Robinhood Chain's underlying protocol will need to be upgraded from time to time to remediate newly discovered vulnerabilities, improve network performance, add new functionality, or comply with evolving regulatory requirements;

•our belief that, based on our current level of operations, our primary sources of liquidity will be adequate to meet our current liquidity needs for the next 12 months;

•our expectations regarding RVI, RVII, REF, and the Funds (as defined below), including that RHV expects to serve as investment adviser to additional investment vehicles regulated under the 1940 Act in the future and that we expect to continue making balance sheet investments to provide seed or other capital to certain Funds during their early fundraising stages; and

•our expectations regarding our pending applications for a license under the DFAL in connection with our cryptocurrency trading operations in California.

Our forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual future results, performance, or achievements to differ materially from any future results expressed or implied in this Quarterly Report. Reported results should not be considered an indication of future performance. Factors that contribute to the uncertain nature of our forward-looking statements include, among others:

•our rapid and continuing expansion, including continuing to introduce new products and services on our platforms as well as geographic expansion;

•the difficulty of managing our business effectively, including the size of our workforce, and the risk of declining or negative growth;

•the fluctuations in our financial results and key metrics from quarter to quarter;

•our reliance on transaction-based revenue, including PFOF, the risk of new regulation or bans on PFOF and similar practices, and the addition of our new fee-based model for cryptocurrency;

•our exposure to fluctuations in interest rates and rapidly changing interest rate environments;

•the difficulty of raising additional capital (to provide liquidity needs and support business growth and objectives) on reasonable terms, if at all;

•the need to maintain capital levels required by regulators and SROs;

•the risk that we might mishandle the cash, securities, and cryptocurrencies we hold on behalf of customers, and our exposure to liability for processing, operational, or technical errors in clearing functions;

•the impact of negative publicity on our brand and reputation;

•the risk that changes in business, economic, or political conditions that impact the global financial markets, or a systemic market event, might harm our business;

•our dependence on key employees and a skilled workforce;

•the fact that we do not wholly own or operationally control Rothera, our joint venture with SIG, and its subsidiaries;

•operational and regulatory risks and expenditures prior to and following closing of our acquisitions and investments;

•the difficulty of complying with an extensive, complex, and changing regulatory environment, the risk of monetary and other penalties for noncompliance and the need to adjust our business model in response to new or modified laws and regulations;

•the possibility of adverse developments in pending litigation and regulatory investigations;

•the risk that the outcome of currently ongoing and potential future regulatory enforcement actions and litigation, as well as potential changes in federal or state law, could immediately or subsequently prevent us from offering, or continuing to offer, event contracts or that we have in the past decided, and may in the future decide, to stop offering certain new event contracts as a result of actual or threatened state enforcement actions;

•the effects of competition;

•our need to innovate and acquire or invest in new products, services, technologies and geographies in order to attract and retain customers and deepen their engagement with us in order to maintain growth;

•our reliance on third parties to perform some key functions and the risk that processing, operational or technological failures could impair the availability or stability of our platforms;

•the risk of cybersecurity incidents, theft, data breaches, and other online attacks;

•the difficulty of processing customer data in compliance with privacy laws;

•our need as a regulated financial services company to develop and maintain effective compliance and risk management infrastructures;

•the risks associated with incorporating AI technologies into some of our products and processes;

•the regulation, litigation, contractual, operational, and reputational risks associated with our introduction of products such as Robinhood Chain and Stock Tokens globally, continued offering of Classic Stock Tokens (formerly “Robinhood Stock Tokens”) and perpetual futures trading in the European Economic Area, our planned offering of perpetual futures in the U.S., updates to Robinhood Wallet, and our staking and onchain lending services offered in the U.S.; and

•the risk that substantial future sales of Class A common stock in the public market, or the perception that they may occur, could cause the price of our stock to fall.

Because some of these risks and uncertainties cannot be predicted or quantified and some are beyond our control, you should not rely on our forward-looking statements as predictions of future events. More information about potential risks and uncertainties that could affect our business and financial results is included in the section of this Quarterly Report titled “Risk Factors” and our other filings with the SEC, all of which are available on the SEC’s web site at www.sec.gov. Moreover, we operate in a very competitive and rapidly changing environment; new risks and uncertainties may emerge from time to time and it is not possible for us to predict all risks nor identify all uncertainties. The events and circumstances reflected in our forward-looking statements might not be achieved and actual results could differ materially from those projected in the forward-looking statements. Except as otherwise noted, all forward-looking statements are made as of the date we file this Quarterly Report, and are based on information and estimates available to us at this time. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Except as required by law, Robinhood assumes no obligation to update any of the statements in this Quarterly Report whether as a result of any new information, future events, changed circumstances, or otherwise. You should read this Quarterly Report with the understanding that our actual future results, performance, events, and circumstances might be materially different from what we expect.

We use the “Overview” tab of our Investor Relations website (accessible at investors.robinhood.com/overview) and its Newsroom, (accessible at newsroom.aboutrobinhood.com), as means of disclosing information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure (Reg. FD). Investors should routinely monitor those web pages, in addition to our press releases, SEC filings, and public conference calls and webcasts, as information posted on them could be deemed to be material information. The contents of our websites are not intended to be incorporated by reference into this Quarterly Report or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.