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What changed in Robinhood Markets, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Robinhood Markets, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+767 added−631 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-18)

Top changes in Robinhood Markets, Inc.'s 2025 10-K

767 paragraphs added · 631 removed · 507 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

126 edited+40 added−37 removed85 unchanged
Biggest changeWe expect multigenerational advisory to be a big focus area in our future product roadmap, including via our pending acquisition of TradePMR (refer to Note 3 - Business Combinations to our consolidated financial statements in this Annual Report for more information); • innovate on incentives, particularly through Robinhood Gold, to provide our customers with greater value as their assets grow with us.
Biggest changeMultigenerational advisory is a key pillar of our future product roadmap and will be strengthened by the expanded investment advisory and custodial capabilities gained through our acquisition of TradePMR; • innovate on incentives, particularly through Robinhood Gold, to provide our customers with greater value as their assets grow with us; and • reduce withdrawals and increase deposits by further streamlining the process for customers to onboard, deposit funds, and transfer assets into Robinhood.
We are the registered owners of U.S. and international trademarks, trademark applications, and registrations and domain names in the U.S. and foreign countries that include the primary brand “Robinhood,” including variations thereof, as well as brands, tag lines, and other branding elements for other Robinhood products and services, such as our Snacks newsletter and media content.
We are the registered owners of U.S. and international trademarks, trademark applications, and registrations and domain names in the U.S. and foreign countries that include the primary brand “Robinhood,” including variations thereof, as well as brands, tag lines, and other branding elements for other Robinhood products and services, such as our Robinhood Snacks newsletter and media content.
Our recurring investment feature enables our customers to automatically buy shares of equities and certain ETFs on a set schedule, allowing them to build positions over time and establish regular investing habits, even with small contributions. Our customers can also elect to automatically reinvest dividend income back into the underlying respective shares. • Access to Investing on Margin.
Recurring Investments. Our recurring investment feature enables our customers to automatically buy shares of equities and certain ETFs on a set schedule, allowing them to build positions over time and establish regular investing habits, even with small contributions. Our customers can also elect to automatically reinvest dividend income back into the underlying respective shares. Access to Investing on Margin .
Seasonality Our business can be subject to seasonal fluctuations due to such factors as retail interest in investing, overall number of market participants and trading volumes, varying numbers of trading days from quarter-to-quarter, declines in trading activity around holidays, and proxy and investor communications activity during proxy season.
Seasonality Our business can be subject to seasonal fluctuations due to such factors as retail interest in investing and cryptocurrency trading, overall number of market participants and trading volumes, varying numbers of trading days from quarter-to-quarter, declines in trading activity around holidays, and proxy and investor communications activity during proxy season.
Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain and any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our trade secrets and intellectual property rights.
Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are evolving and uncertain and any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our trade secrets and intellectual property rights.
Our vertically integrated platform has enabled us to rapidly introduce new products and services such as index options, futures, and event contracts, while also supporting our ability to scale. 16 Table of Contents Operating Efficiency We believe our operating efficiency and disciplined approach to managing fixed costs, along with our technology-first approach to product development and customer service, creates a cost advantage that allows us to competitively price our offerings while profitably serving our customers.
Our vertically integrated platform has enabled us to rapidly introduce new products and services such as index options, futures, and event contracts, while also supporting our ability to scale. 21 Table of Contents Operating Efficiency We believe our operating efficiency and disciplined approach to managing fixed costs, along with our technology-first approach to product development and customer service, creates a cost advantage that allows us to competitively price our offerings while profitably serving our customers.
Our newsfeeds give customers access to free, premium news from sites such as Barron’s, Reuters and Dow Jones. • Sherwood Snacks . Sherwood Snacks is an accessible digest of business news stories written for a new generation of investors. Its bite-sized news stories bring new investors the latest market-moving news without all of the complicated financial jargon.
Our newsfeeds give customers access to free, premium news from sites such as Barron’s, Reuters and Dow Jones. • Sherwood Media and Robinhood Snacks . Robinhood Snacks is an accessible digest of business news stories written for a new generation of investors. Its bite-sized news stories bring new investors the latest market-moving news without all of the complicated financial jargon.
Some notable benefits that our employees value include fertility benefits, a flexible lifestyle wallet that can be used for wellness, education or a number of other benefits, generous paid family leave, retirement savings with employer match, and employer-paid health benefits. Intellectual Property Our success and ability to compete are significantly dependent on our core technology and intellectual property.
Some notable benefits that our employees value include employer-paid health benefits, fertility benefits, a flexible lifestyle wallet that can be used for wellness, education or other benefits, generous paid family leave, and retirement savings with employer match. Intellectual Property Our success and ability to compete are significantly dependent on our core technology and intellectual property.
To enable our rapid product development cycle, we’ve built a proprietary experiments infrastructure that enables us to test product changes through the build process and validate research hypotheses. The iterative, customer-centric product development approach that is so core to our success is enabled by this robust internal technology.
To enable our rapid product development cycle, we’ve built a proprietary experimentation infrastructure that enables us to test product changes through the build process and validate research hypotheses. The iterative, customer-centric product development approach that is so core to our success is enabled by this robust internal technology.
We believe we compete favorably across all key competitive factors and that we have developed a business model that is difficult to replicate. 15 Table of Contents Our Competitive Advantages We believe we have a number of competitive advantages that position us well to serve an increasing portion of the population and the broader global financial ecosystem.
We believe we compete favorably across all key competitive factors and that we have developed a business model that is difficult to replicate. 20 Table of Contents Our Competitive Advantages We believe we have a number of competitive advantages that position us well to serve an increasing portion of the population and the broader global financial ecosystem.
We are also subject to, or expect to be subject to, the General Data Protection Regulation, the Digital Operational Resilience Act, the ePrivacy Directive (including its national implementations), and other privacy, data security, and data protection laws and regulations in connection with our expansion into the U.K., the EU, and other jurisdictions.
We are also subject to, or expect to be subject to, the General Data Protection Regulation, the Digital Operational Resilience Act, the ePrivacy Directive (including its national implementations), the Singapore Personal Data Protection Act, and other privacy, data security, and data protection laws and regulations in connection with our expansion into the U.K., the EU, Singapore, and other jurisdictions.
We do not seek to profit from proprietary trading and only facilitate customer transactions. In addition, we have anti-money laundering and insider trading programs intended in part to prevent self-dealing and other potential conflicts of interest, including with respect to our cryptocurrency services.
We do not seek to profit from proprietary trading and only facilitate customer transactions. In addition, we have anti-money laundering and insider trading programs intended in part to prevent self-dealing and other potential conflicts of interest, including with respect to our cryptocurrency services. Robinhood Wallet Robinhood Wallet.
For example, we use machine learning and AI to increase the efficiency of our in-app chat support, customer support workflows, fraud detection systems, and even to improve the customer experience in our newsfeed by expanding the number of sources we can pull from, parsing and categorizing these articles, and 12 Table of Contents delivering highly relevant and varied news to our customers for companies, stocks, or cryptocurrencies. • Experiments Infrastructure.
For example, we use machine learning and AI to increase the efficiency of our in-app chat support, customer support workflows, fraud detection systems, and even to improve the customer experience in our newsfeed by expanding the number of sources we can pull from, parsing and categorizing these articles, and delivering highly relevant and varied news to our customers for companies, stocks, or cryptocurrencies. • Experiments Infrastructure.
We rely on trademarks, patents, copyrights, trade secrets, know-how and expertise, registered domain names, intellectual property assignment agreements, confidentiality procedures, license agreements, and non-disclosure agreements to establish and protect our intellectual property and proprietary rights, although we do not consider any individual piece of our intellectual property to be material to our business, taken as a whole.
We rely on trademarks, patents, copyrights, trade secrets, know-how and expertise, 22 Table of Contents registered domain names, intellectual property assignment agreements, confidentiality procedures, license agreements, and non-disclosure agreements to establish and protect our intellectual property and proprietary rights, although we do not consider any individual piece of our intellectual property to be material to our business, taken as a whole.
In addition, we are, or may become, subject to various climate disclosure regimes regulating the disclosure of green house gas (“GHG”) emissions and related information, such as the EU’s Corporate Sustainability Reporting Directive, California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, and the SEC’s final rules under SEC Release No. 34-99678 and No. 33-11275 entitled “The Enhancement and Standardization of Climate-Related Disclosures for Investors.” The interpretation and enforcement of such climate disclosure regimes remains uncertain, and compliance may require the investment of significant resources, increase our costs, disrupt our business operations and pose reputational and other risks.
In addition, we are, or may become, subject to various climate disclosure regimes regulating the disclosure of GHG emissions and related information, such as the EU’s Corporate Sustainability Reporting Directive, California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, and the SEC’s final rules under SEC Release No. 34-99678 and No. 33-11275 entitled “The Enhancement and Standardization of Climate-Related Disclosures for Investors.” The interpretation and enforcement of such climate disclosure regimes remains uncertain, and compliance may require the investment of significant resources, increase our costs, disrupt our business operations and pose reputational and other risks.
These launches reflect our ongoing commitment to providing our customers with the insights and resources they need to make informed decisions and plan for the future. 13 Table of Contents Our Growth Strategies Our growth strategies are built around three key focus areas designed to meet increasing demand from our customers and further our mission of democratizing finance for all.
These launches reflect our ongoing commitment to providing our customers with the insights and resources they need to make informed decisions and plan for the future. Our Growth Strategies Our growth strategies are built around three key focus areas designed to meet increasing demand from our customers and further our mission of democratizing finance for all.
ITEM 1. BUSINESS Company Overview Robinhood was founded in 2013 on the belief that everyone should be welcome to participate in our financial system. We are creating a modern financial services platform for everyone, regardless of their wealth, income, or background. Our mission is to democratize finance for all.
ITEM 1. BUSINESS Company Overview Robinhood was founded in 2013 on the belief that everyone should be welcome to participate in our financial system. We are creating modern financial services platforms for everyone, regardless of their wealth, income, or background. Our mission is to democratize finance for all.
The New York State Department of Financial Services (“NYDFS”) also issued Cybersecurity Requirements for Financial Services Companies, which took effect in 2017, and which require banks, insurance companies, and other financial services institutions regulated by the NYDFS including RHC, to establish and maintain a cybersecurity program designed to protect consumers and ensure the safety and soundness of New York State’s financial services industry.
The NYDFS also issued Cybersecurity Requirements for Financial Services Companies, which took effect in 2017, and which require banks, insurance companies, and other financial services institutions regulated by the NYDFS including RHC, to establish and maintain a cybersecurity program designed to protect consumers and ensure the safety and soundness of New York State’s financial services industry.
This competition-based system creates an incentive for market makers to provide better prices for our customers, in order to receive more orders in the future. We are committed to seeking a quality execution on every order, and our routing protocols are designed with this in mind. • Machine Learning Platform and Artificial Intelligence.
This competition-based system creates an incentive for market makers to provide better prices for our customers, in order to receive more orders in the future. We are committed to seeking a quality execution on every order, and our routing protocols are designed with this in mind. • Machine Learning.
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.
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 29 Table of Contents broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure.
See “—Risks Related to Our Brokerage Products and Services— Our exposure to credit risk with customers, market makers, and other counterparties could result in losses.” A large charge or operating loss against RHD’s net capital could adversely impact its ability to maintain or expand current business, which could have a material adverse impact on its business and financial condition.
See “—Risks Related to Our Brokerage Products and Services— Our exposure to credit risk with customers, Liquidity Providers, and other counterparties could result in losses.” A large charge or operating loss against RHD’s net capital could adversely impact its ability to maintain or expand current business, which could have a material adverse impact on its business and financial condition.
We currently do not hold significant amounts of cryptocurrency for our own account. The small amounts of cryptocurrency assets we currently hold are purchased to solely support our business operations, and we do not commingle cryptocurrencies with those of our users. We do not engage in lending transactions with cryptocurrencies held on behalf of customers.
We currently do not hold significant amounts of cryptocurrency for our own account. We hold small amounts of cryptocurrency assets to solely support our business operations, and we do not commingle cryptocurrencies with those of our users. We do not engage in lending transactions with cryptocurrencies held on behalf of customers.
We have also taken our first steps in the business-to-business and institutional markets through our pending acquisitions of Bitstamp and TradePMR (Refer to Note 3 - Business Combinations to our consolidated 14 Table of Contents financial statements in this Annual Report for more information).
We have also 19 Table of Contents taken our first steps in the business-to-business and institutional markets through our acquisitions of Bitstamp and TradePMR (Refer to Note 3 - Business Combinations to our consolidated financial statements in this Annual Report for more information).
Brokerage services available to our U.K. customers include commission-free trading on U.S.-listed stocks and ADR, option trading, fractional share trading, recurring investments, investing on margin, Fully-Paid Securities Lending, Cash Sweep, and 24 Hour Market.
Brokerage services available to our U.K. customers include commission-free trading on U.S.-listed stocks and ADRs, option trading, futures trading, fractional share trading, recurring investments, investing on margin, Fully-Paid Securities Lending, Cash Sweep, and 24 Hour Market.
Although we do not consider any individual piece of our intellectual property to be material to our business, taken as a whole, see “Risk Factors—Risks Related to Our Intellectual Property” for a more comprehensive description of risks related to our intellectual property and proprietary rights.
Although we do not consider any individual piece of our intellectual property to be material to our business, taken as a whole, see “Risk Factors—Risks 23 Table of Contents Related to Our Intellectual Property” for a more comprehensive description of risks related to our intellectual property and proprietary rights.
Subject to approval from Robinhood, customers can access basic options strategies (Level 2), which permits buying calls and puts and selling covered calls and puts, or more advanced options strategies (Level 3), which permits fixed-risk spreads (such as credit spreads 6 Table of Contents and iron condors) and other advanced trading strategies, depending on their individually disclosed preparedness.
Subject to approval from Robinhood, customers can access basic options strategies (Level 2), which permits buying calls and puts and selling covered calls and puts, or more advanced options strategies (Level 3), which permits fixed-risk spreads (such as credit spreads and iron condors) and other advanced trading strategies, depending on their individually disclosed preparedness.
We are also laser focused on being the top platform for active traders who trade more actively and use more sophisticated products. Customer feedback is at the heart of product development at Robinhood.
We are also laser focused on being the top platform for active traders who trade more actively and use more sophisticated products. 18 Table of Contents Customer feedback is at the heart of product development at Robinhood.
The CFPB is authorized to prevent “unfair, deceptive or abusive acts or practices” through its regulatory, supervisory and enforcement authority. Robinhood Credit is subject to the regulatory and enforcement authority of the CFPB, as a facilitator, servicer or acquirer of consumer credit.
The CFPB is authorized to prevent 26 Table of Contents “unfair, deceptive or abusive acts or practices” through its regulatory, supervisory and enforcement authority. Robinhood Credit is subject to the regulatory and enforcement authority of the CFPB, as a facilitator, servicer or acquirer of consumer credit.
The joint account provides shared access for account holders that allows them to combine funds and increase their investment power as they work towards their financial goals. Gold Subscribers can also extend certain Robinhood Gold benefits to a joint account at no additional cost. • Event Contracts.
The joint account provides shared access for account holders that allows them to combine funds and increase their investment power as they work towards their financial goals. Gold Subscribers can also extend certain Robinhood Gold benefits to a joint account at no additional cost. Prediction Markets.
Our self-clearing services allow us to clear and settle trades across stocks, ETFs, and options without relying on a third-party clearing firm, an approach that provides increased internal visibility and stronger oversight and control over clearing and settlement functions. • Order Routing System.
Our self-clearing services allow us to clear and settle trades across stocks, ETFs, and options without relying on a third-party clearing firm, an approach that provides increased internal visibility and stronger oversight and control over clearing and settlement functions. 17 Table of Contents • Order Routing System.
Our wallets store and transfer all the settled digital assets listed above using an architecture combining multi-party computation and hardware security to eliminate a single point of failure.
Our wallets store and transfer all the settled digital assets listed in the Glossary of Terms above using an architecture combining multi-party computation and hardware security to eliminate a single point of failure.
Patent and Trademark Office or other governmental authorities and 18 Table of Contents administrative bodies in the United States and abroad may be necessary in the future to enforce our trademark rights and to determine the validity and scope of the trademark rights of others.
Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to enforce our trademark rights and to determine the validity and scope of the trademark rights of others.
Robinhood Wallet Separately from RHC and RHEU, Robinhood offers a self-custody, web3 wallet (the “Robinhood Wallet”) in over 150 countries through our Cayman Islands subsidiary, Robinhood Non-Custodial Ltd., that allows customers to deposit and withdraw cryptocurrencies to and from their wallets. Customers can store and manage cryptocurrencies on the Ethereum, Bitcoin, Solana, Dogecoin, Arbitrum, Polygon, Optimism and Base networks.
Separately from RHC and RHEU, we offer a self-custody, web3 wallet in over 150 countries through our Cayman Islands subsidiary, Robinhood Non-Custodial Ltd., that allows customers to deposit and withdraw cryptocurrencies to and from their wallets. Customers can store and manage cryptocurrencies on the Ethereum, Bitcoin, Solana, Dogecoin, Arbitrum, Polygon, Optimism and Base networks.
Federal, state and SROs, including the SEC and Financial Industry Regulatory Authority (“FINRA”), can, and in some cases have in the past, among other things, investigate, censure or fine us, issue cease-and-desist orders or otherwise restrict our operations, require changes to our business practices, products or services, limit our marketing or acquisition activities or suspend or expel a broker-dealer or any of its officers or employees.
Federal, state and SROs, including the SEC and FINRA, can, and in some cases have in the past, among other things, investigate, censure or fine us, issue cease-and-desist orders or otherwise restrict our operations, require changes to our business practices, products or services, limit our marketing or acquisition activities or suspend or expel a broker-dealer or any of its officers or employees.
Our strategy for being number one in wallet share for the next generation is centered on three main priorities: • build new products that cover the next generation’s remaining core financial needs, such as wealth management and advisory.
Our strategy for being number one in wallet share for the next generation is centered on three main priorities: • build new products that cover the next generation’s remaining core financial needs, such as Robinhood Banking and advisory.
As a vendor to Coastal Bank, Robinhood Credit is also subject to examination by federal banking regulators, such as the Federal Reserve Board, with respect to the marketing, customer screening and 21 Table of Contents servicing activities undertaken by Robinhood Credit on Coastal Bank’s behalf.
As a vendor to Coastal Bank, Robinhood Credit is also subject to examination by federal banking regulators, such as the Federal Reserve Board, with respect to the marketing, customer screening and servicing activities undertaken by Robinhood Credit on Coastal Bank’s behalf.
Authorized Activities in the U.K. RHUK is authorized and regulated by the Financial Conduct Authority (“FCA”) in the U.K. to carry on certain regulated activities related to the provision of investment services. The FCA regulates the financial services industry in the U.K.
Authorized Activities in the U.K. RHUK is authorized and regulated by the FCA in the U.K. to carry on certain regulated activities related to the provision of investment services. The FCA regulates the financial services industry in the U.K.
The core tenet of the Robinhood offering—expanding access to our financial system through products that empower people to learn, participate, and grow—underpins each of our offerings. We remain focused on building the best products and ultimately aim to serve all of our customers’ financial needs. Brokerage United States • Investing .
The core tenet of the Robinhood offering—expanding access to our financial system through products that empower people to learn, participate, and grow—underpins each of our offerings. We remain focused on building the best products and ultimately aim to serve all of our customers’ financial needs. 9 Table of Contents Brokerage Investing.
We are also subject to regulation by the Consumer Financial Protection Bureau (the “CFPB”). We have obtained or are in the process of obtaining licenses to operate as a money transmitter (or as another type of regulated financial services institution, as applicable) in the United States and in the states and territories where this is required.
We are also subject to regulation by the CFPB. We have obtained or are in the process of obtaining licenses to operate as a money transmitter (or as another type of regulated financial services institution, as applicable) in the United States and in the states and territories where this is required.
If one of our regulated entities fails to maintain its required net capital, it may be subject to suspension or revocation of its registration by regulatory authorities and suspension or expulsion by these regulators could lead to the entity’s liquidation. 19 Table of Contents Money-Transmitter Regulation As money transmitters, our subsidiaries RHC and Robinhood Money, LLC (“RHY”) are subject to regulation, primarily at the state level.
If one of our regulated entities fails to maintain its required net capital, it may be subject to suspension or revocation of its registration by regulatory authorities and suspension or expulsion by these regulators could lead to the entity’s liquidation. Money-Transmitter Regulation As money transmitters, our subsidiaries RHC and RHY are subject to regulation, primarily at the state level.
There can be no assurance that we will be able to (or decide to) continue to apply for or obtain any such licenses, renewals, certifications, and approvals in any jurisdictions.
There can be no 24 Table of Contents assurance that we will be able to (or decide to) continue to apply for or obtain any such licenses, renewals, certifications, and approvals in any jurisdictions.
Robinhood Gold Card is exclusively for qualified Gold Subscribers and offers rewards on each eligible purchase, which are redeemable for travel, gift cards, and shopping, or can be instantly transferred to a Robinhood Gold Card user's brokerage account to invest, earn interest, or withdraw.
There are no annual fees and no foreign transaction fees. Robinhood Gold Card is exclusively for qualified Gold Subscribers and offers rewards on each eligible purchase, which are redeemable for travel, gift cards, and shopping, or can be instantly transferred to a Robinhood Gold Card user's brokerage account to invest, earn interest, or withdraw.
Anti-Bribery and Anti-Corruption Regulations We are subject to anti-bribery and anti-corruption regulations imposed by the Foreign Corrupt Practices Act (“FCPA”) in the U.S. and the U.K. Bribery Act 2010 (“the Bribery Act”), which generally prohibit companies and those acting on their behalf from making improper payments to foreign government officials for the purpose of obtaining or retaining business.
Anti-Bribery and Anti-Corruption Regulations We are subject to anti-bribery and anti-corruption regulations imposed by the FCPA in the U.S. and the Bribery Act in the U.K., which generally prohibit companies and those acting on their behalf from making improper payments to foreign government officials for the purpose of obtaining or retaining business.
For additional information relating to regulation and regulatory actions, see “Risk Factors—Risks Related to Regulation and Litigation,” “Risk Factors—Risks Related to Cybersecurity and Data Privacy,” and “Risk Factors—Risks Related to Cryptocurrency Products and Services.” Broker-Dealer Regulation As broker-dealers, our subsidiaries Robinhood Securities, LLC (“RHS”) and Robinhood Financial LLC (“RHF”) are subject to extensive regulation by federal, state and SROs, and are subject to laws and regulations covering all aspects of the securities industry.
For additional information relating to regulation and regulatory actions, see “Risk Factors—Risks Related to Regulation and Litigation,” “Risk Factors—Risks Related to Cybersecurity and Data Privacy,” and “Risk Factors—Risks Related to Cryptocurrency Products and Services.” Broker-Dealer Regulation As broker-dealers, our subsidiaries RHS, RHF, and TradePMR are subject to extensive regulation by federal, state and SROs, and are subject to laws and regulations covering all aspects of the securities industry.
We have successfully created operational efficiencies and brought in top-tier AI talent, including experts from leading frontier AI labs, to accelerate our advancements in AI. Additionally, we have begun to incorporate early applications of generative AI into our product offerings, such as within our customer service flows.
We have successfully created operational efficiencies and brought in top-tier AI talent, including experts from leading frontier AI labs, to accelerate our advancements in AI. Additionally, we have begun to incorporate applications of generative AI into our product offerings, such as Robinhood Cortex.
If RHUK and/or its personnel fail to meet FCA standards, including, but not limited to, RHUK’s compliance with its obligations under Consumer Duty rules and guidelines, the FCA has a range of enforcement powers that it can use, including among other things, withdrawing a firm’s authorization, prohibiting and suspending firms and individuals from undertaking regulated activities, issuing fines, and bringing criminal prosecutions.
If RHUK and/or its personnel fail to meet FCA standards, including, but not limited to, RHUK’s compliance with its obligations under Consumer Duty rules and guidelines, the FCA can deploy a wide range of measures to enforce compliance, including among other things, withdrawing a firm’s authorization, prohibiting and suspending firms and individuals from undertaking regulated activities, issuing fines, and bringing criminal prosecutions.
The EU’s AI Act, which became effective on August 1, 2024, governs the development, marketing, and use of AI in the EU and could impose significant additional costs on us to comply or we may face significant fines for failing to comply.
The EU’s AI Act governs the development, marketing, and use of AI in the EU and could impose significant additional costs on us to comply or we may face significant fines for failing to comply.
Our core infrastructure and data platform are all built on Amazon Web Services, and our platform enables application developers to define their microservices in a simple, standardized manner while also providing built-in scalability and resiliency. • Self-Clearing System.
Some of our most critical technologies include: • Core Infrastructure and Data Platform. Our core infrastructure and data platform are built on Amazon Web Services, and our platform enables application developers to define their microservices in a simple, standardized manner while also providing built-in scalability and resiliency. • Self-Clearing System.
It allows our customers to better manage their risk and take advantage of opportunities, no matter what time of day they arise. • Joint Investing Accounts. Our joint investing accounts allow customers to seamlessly manage investments with their partner while keeping their shared assets in one place.
We also offer around-the-clock trading of ETFs. It allows our customers to better manage their risk and take advantage of opportunities, no matter what time of day they arise. Joint Investing Accounts. Our joint investing accounts allow customers to seamlessly manage investments with their partner while keeping their shared assets in one place.
Anti-money laundering regulations are constantly evolving, thus we actively monitor our compliance with AML rules and regulations and industry standards, and continuously implement policies, procedures, and internal controls in light of current legal requirements. Cryptocurrency Regulation As noted above, in the U.S., states primarily regulate RHC as a money transmitter. RHC also is registered with the Financial Crimes Enforcement Network.
Anti-money laundering regulations are constantly evolving, thus we actively monitor our compliance with AML rules and regulations and industry standards, and continuously implement policies, procedures, and internal controls in light of current legal requirements. 25 Table of Contents Cryptocurrency Regulation As noted above, in the U.S., states primarily regulate RHC as a money transmitter.
We designed our mobile platform to be an elegant, intuitive investing interface that provides our customers with trading functionality and market information such as historical prices, valuation multiples, recent news, analyst ratings, advanced charts, and more, at no additional cost. During the fourth quarter of 2024, we introduced Robinhood Legend.
We designed our mobile platform to be an elegant, intuitive investing interface that provides our customers with trading functionality and market information such as historical prices, valuation multiples, recent news, analyst ratings, advanced charts, and more, at no additional cost.
The Fair Debt Collections Practices Act (“FDCPA”) and comparable state and local laws establish specific guidelines and procedures which debt collectors must follow when communicating with consumers, including the time, place and manner of the communications.
The FDCPA and comparable state and local laws establish specific guidelines and procedures which debt collectors must follow when communicating with consumers, including the time, place and manner of the communications.
Similarly, state attorneys general and other state regulators, including state securities and financial services regulators, can bring and have in the past brought legal actions on behalf of the residents of their states to assure compliance with state laws. In addition, criminal authorities such as state attorneys general or the U.S.
Similarly, state attorneys general and other state regulators, including state securities and financial services regulators, can bring and have in the past brought legal actions on behalf of the residents of their states to assure compliance with state laws.
Generally, a broker-dealer’s capital is its net worth plus qualified subordinated debt less deductions for certain types of asset. Rule 15c3-1 (the “Net Capital Rule”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) specifies that at least a minimum part of a broker-dealer’s assets be maintained in a relatively liquid form.
Generally, a broker-dealer’s capital is its net worth plus qualified subordinated debt less deductions for certain types of asset. The Net Capital Rule under the Exchange Act specifies that at least a minimum part of a broker-dealer’s assets be maintained in a relatively liquid form.
We do not utilize third-party custodians for settled cryptocurrencies, but we do integrate proprietary technology from a third-party industry-standard vendor into the systems we use to support the custody, transfer and settlement operations to our wallets.
With the exception of Bitstamp (discussed below), we do not utilize third-party custodians for settled cryptocurrencies, but we do integrate proprietary technology from a third-party industry-standard vendor into the systems we use to support the custody, transfer and settlement operations to our wallets. As noted, Bitstamp does use third party custodians.
Our platforms allow our customers to invest commission-free in U.S.-listed stocks and exchange traded funds (“ETFs”), as well as related options and American Depository Receipts (“ADR”). • Options Trading. We review eligibility for our customers who wish to trade options, including disclosure of investment experience and knowledge, investment objectives and financial information.
Our platforms allow our customers to invest commission-free in U.S.-listed stocks and ETFs, as well as related options and ADRs. Options Trading. We review eligibility for our customers who wish to trade options, including disclosure of investment experience and knowledge, investment objectives and financial information.
We believe cryptocurrency and blockchain technology will fundamentally transform financial infrastructure by offering significant efficiencies as the blockchain reduces the need for traditional financial intermediaries, such as clearing houses, transfer agents, and payment processors, leading to lower operational costs. We anticipate that cryptocurrency will increasingly integrate with the traditional financial system, ultimately serving as the new infrastructure for financial services.
We believe cryptocurrency and blockchain technology will fundamentally transform financial infrastructure by offering significant efficiencies as the blockchain reduces the need for traditional financial intermediaries, such as clearing houses, transfer agents, and payment processors, leading to lower operational costs.
Our program is also designed to prevent our products and services from being used to facilitate business in countries, or with persons or entities, included on designated government sanctions lists, including lists promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Controls (“OFAC”), Specially Designated Nationals and Blocked Persons lists, and equivalent foreign lists.
Our program is also designed to prevent our products and services from being used to facilitate business in countries, or with persons or entities, included on designated government sanctions lists, including lists promulgated by OFAC, Specially Designated Nationals and Blocked Persons lists, and equivalent foreign lists.
Among other provisions, MiCA introduces a comprehensive authorization and compliance regime for crypto asset service providers and a disclosure regime for the issuers of certain crypto assets, which is expected to impact our operations in the EU.
MiCA introduces a comprehensive authorization and compliance regime for crypto asset service providers and a disclosure regime for the issuers of certain crypto assets, which is expected to impact our operations in the EU. RHEU also intends to expand its offerings.
We also launched the Robinhood Crypto Trading API to our most seasoned crypto traders, which can be used to set up advanced and automated trading strategies that allow them to stay ahead of market trends, react to significant market movements, or simply trade crypto–all without needing to open the Robinhood app.
Our most seasoned crypto traders can use this API to set up advanced and automated trading strategies that allow them to stay ahead of market trends, react to significant market movements, or simply trade crypto, all without needing to open the Robinhood app. Staking. We offer staking on selected cryptocurrencies.
On a state level, in 2024 California enacted a range of laws regulating the use and development of AI, which generally relate to transparency, privacy and fairness, among other concerns, which may impact us.
On a state level, California and Colorado enacted a range of laws regulating the use and development of AI, which generally relate to transparency, privacy and fairness, among other concerns, which may impact our development and/or deployment of AI and machine learning.
The CFPB has broad authority over Robinhood Credit’s business, including authority to write regulations under federal consumer financial protection laws such as the Truth in Lending Act (“TILA”) and the Equal Credit Opportunity Act (“ECOA”), and to enforce those laws against and examine large financial institutions, such as Coastal Bank, for compliance.
The CFPB has broad authority over Robinhood Credit’s business, including authority to write regulations under federal consumer financial protection laws such as the TILA and the ECOA, and to enforce those laws against and examine large financial institutions, such as Coastal Bank, for compliance.
With Robinhood Connect, a fiat-to-crypto on-ramp tool that developers can embed directly into their decentralized applications, customers can fund Web3 wallets without the need to leave decentralized applications, or dApps.
Developers can embed this fiat-to-crypto on-ramp tool directly into their decentralized applications, and customers can fund Web3 wallets without the need to leave decentralized applications, or dApps, for a fee. Robinhood Crypto Trading API.
It is our practice to enter into confidentiality, non-disclosure, and invention assignment agreements with our employees, consultants, contractors and other third parties, and into confidentiality and non-disclosure agreements with other third parties, in order to limit access to, and disclosure and use of, our confidential information, trade secrets, know-how, and proprietary technology.
It is our practice to require employees, consultants, contractors and other third parties to enter into confidentiality, non-disclosure, and invention assignment agreements. We also enter into confidentiality and non-disclosure agreements with additional third parties as appropriate. These measures are designed to limit access to, and disclosure and use of, our confidential information, trade secrets, know-how, and proprietary technology.
Robinhood does the work of finding interested borrowers and customers get paid a share of the interest revenue earned when their shares have been loaned to borrowers. • Cash Sweep . Our cash sweep program (“Cash Sweep”) provides additional value to our brokerage customers by allowing them to earn interest on uninvested brokerage cash swept to our partner banks.
Robinhood does the work of finding interested borrowers and customers get paid a share of the interest revenue earned when their shares have been loaned to borrowers. 10 Table of Contents Brokerage (continued) Cash Sweep. Our cash sweep program allows brokerage customers to earn interest on uninvested brokerage cash swept to our partner banks.
Department of Justice (the “DOJ”) may institute civil or criminal proceedings against us for violating applicable laws, rules, or regulations. The SEC and FINRA have stringent rules and regulations with respect to the maintenance of specific levels of net capital by regulated entities.
In addition, criminal authorities such as state attorneys general or the DOJ may institute civil or criminal proceedings against us for violating applicable laws, rules, or regulations. The SEC and FINRA have stringent rules and regulations with respect to the maintenance of specific levels of net capital by regulated entities.
During the fourth quarter of 2024, we announced index option trading and made it available to all customers in January 2025. Index option trading allows our customers to trade options on diversified indices like the S&P 500 and VIX, while gaining access to potential tax benefits and one of the lowest contract fees among leading brokerages. • Fractional Trading .
In 2025, index option trading became available to all customers, allowing them to trade options on diversified indices like the S&P 500 and VIX, while gaining access to potential tax benefits and one of the lowest contract fees among leading brokerages. Fractional Trading.
Customers can also get a custom recommended portfolio, build their own, or do both, all commission-free. 7 Table of Contents • 24 Hour Market . We were the first U.S. broker to offer around-the-clock trading of individual stocks, 24 hours a day, 5 days a week. We also offer around-the-clock trading of ETFs.
We offer customer IRA instant deposits up to $1,000, which allows customers to immediately start investing. Customers can also get a custom recommended portfolio, build their own, or do both, all commission-free. 24 Hour Market. We were the first U.S. broker to offer around-the-clock trading of individual stocks, 24 hours a day, 5 days a week.
Building the Number One Global Financial Ecosystem We believe there is a significant opportunity for Robinhood to grow internationally. We have leveraged our strengths as a technology and innovation leader in the U.S. and expanded our reach globally in the U.K. with brokerage services and in the EU with cryptocurrency trading.
Building the Number One Global Financial Ecosystem As we continue expanding internationally, we see substantial opportunity ahead to deepen our global presence. We have leveraged our strengths as a technology and innovation leader in the U.S. and expanded our reach globally in the U.K. with brokerage services and in the EU with cryptocurrency trading.
To help foster our high performance culture, all employees are eligible for variable incentive pay 17 Table of Contents (bonus and/or equity) and all of our compensation programs are directly linked to individual and/or company performance. Our comprehensive benefits are designed to attract the best talent and to ensure Robinhood employees are supported.
All employees are eligible for variable incentive pay (bonus and/or equity) that is directly linked to individual and/or company performance. Our comprehensive benefits are designed to attract the best talent and to ensure Robinhood employees are supported.
Futures and Commodity Industry Regulations The principal operations of our subsidiary Robinhood Derivatives, LLC (“RHD”) are to facilitate trading of futures contracts, event contracts, and options on futures contracts for our customers. RHD is registered with the CFTC as an FCM and is a member of the National Futures Association (the “NFA”).
Futures and Commodity Industry Regulations The principal operations of our subsidiary RHD are to facilitate trading of futures contracts, event contracts, and options on futures contracts for our customers. RHD is registered with the CFTC as an FCM and is a member of the NFA. RHD is also a registered swap firm with the CFTC for trading cleared swaps.
Our strategy for being number one in active traders is centered on three main priorities: • new product innovations not yet available from all of our competitors such as our 24 Hour Market; • expansion of asset classes such as index options, futures, and event contracts; and • improving our tools, latency and charting to be best-in-class, particularly on Robinhood Legend.
Our strategy for being number one in active traders is centered on three main priorities: • new product innovations such as Robinhood Cortex; • expansion of asset classes and capabilities such as event contracts and short selling; and • improving our tools, latency, and charting to be best-in-class, particularly on Robinhood Legend.
We started with a revolutionary, bold brand and design in the Robinhood app which makes investing approachable for millions. Over the last decade, we have disrupted and changed the industry, becoming the first U.S. retail broker to offer commission-free stock trading with no account minimums, which was subsequently adopted by the rest of the industry.
Over the last decade, we have disrupted and changed the industry, becoming the first U.S. retail broker to offer commission-free stock trading with no account minimums, which was subsequently adopted by the rest of the industry.
Seasonal trends may be superseded by market or macroeconomic events, which can have a significant impact on equity and cryptocurrency valuations and trading activity. Human Capital Our Employees and Culture In order to pursue our ambitious product roadmap we need to foster a great culture.
Seasonal trends may be superseded by market or macroeconomic events, which can have a significant impact on equity and cryptocurrency valuations and trading activity. Human Capital To deliver on our ambitious product roadmap, we must foster a great culture, one centered on high performance, strong community, and investing in top talent.
The laws and regulations applicable to 20 Table of Contents cryptocurrency are evolving and subject to interpretation and change. Therefore, our current and future cryptocurrency services may be or become subject to additional licensing and regulatory requirements by other state and federal authorities.
RHC also is registered with the Financial Crimes Enforcement Network. The laws and regulations applicable to cryptocurrency are evolving and subject to interpretation and change. Therefore, our current and future cryptocurrency services may be or become subject to additional licensing and regulatory requirements by other state and federal authorities.
Through these efforts, we believe we have made investing culturally relevant and understandable, and that our platform is enabling our customers to become long-term investors and take greater control of their finances. At Robinhood, our values are in service of our customers. The following values describe the company that we aspire to become: • Safety First.
Through these efforts, we believe we have made investing culturally relevant and understandable, and that our platforms enable our customers to become long-term investors and take greater control of their finances. At Robinhood, our values are in service of our customers. Our customers are why we exist.
RHD is also a registered swap firm with the CFTC for trading cleared swaps. RHD is required to comply with a wide range of requirements imposed by the CFTC and the NFA. The commodity futures, commodity options, and the cleared swaps industries in the U.S. are subject to regulation under the U.S. Commodity Exchange Act (the “CEA”).
RHD is required to comply with a wide range of requirements imposed by the CFTC and the NFA. The commodity futures, commodity options, and cleared swaps industries in the U.S. are subject to regulation under the CEA. The CFTC is the U.S. federal agency charged with the administration of the CEA.
Our self-clearing system, order routing system, data platform, and other back-end infrastructure deliver the capabilities that allow our customers to focus on investing, saving and spending, while also enabling us to rapidly develop products that our customers love to use. Some of our most critical technologies include: • Core Infrastructure and Data Platform.
Our Technology The Robinhood apps and Robinhood Legend are the core front-end pathways through which our customers engage with us. Our self-clearing system, order routing system, data platform, and other back-end infrastructure deliver the capabilities that allow our customers to focus on investing, saving, and spending, while also enabling us to rapidly develop products that our customers love to use.
We are making it easy and accessible to start saving for retirement through a traditional Individual Retirement Account (“IRA”) or Roth IRA and are expanding options for the growing population of freelance and gig workers without access to employer-based matching programs.
We are making it easy and accessible to start saving for retirement through a traditional IRA or Roth IRA and are expanding options for the growing population of freelance and gig workers without access to employer-based matching programs. Customers’ eligible contributions to their retirement account can earn a percentage match by Robinhood, subject to a five-year holding period.
We work to attract the best talent from a range of backgrounds and experiences in order to meet the current and future demands of our business. As of December 31, 2024, we had approximately 2,300 full-time employees. Community Robinhood aims to build an inclusive workplace where everyone feels valued and empowered to do their best work.
We’re focused on bringing in the top talent in our industry and doing so from a range of backgrounds and experiences to meet the current and future demands of our business. As of December 31, 2025, we had approximately 2,900 full-time employees. Community and Employee Engagement Robinhood aims to build an inclusive workplace where everyone feels valued and empowered.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe paid a monetary penalty of $3.9 million. 43 Table of Contents • In January 2025, we settled multiple matters with the SEC (including investigations into Regulation SHO, the timeliness of our broker-dealers’ suspicious activity reporting (“SAR”) filings, electronic blue sheet submissions, various brokerage recordkeeping issues, the November 2021 Data Security Incident, and Regulation S-ID violations) (together, the “January 2025 SEC Settlement”) in which RHF and RHS paid a penalties totaling $45 million, and agreed to certain undertakings.
Biggest changeWe paid a monetary penalty of $3.9 million. • In January 2025, we settled multiple matters with the SEC (including investigations into Regulation SHO, the timeliness of our broker-dealers’ SAR filings, EBS submissions, various brokerage recordkeeping issues, the November 2021 Data Security Incident, and Regulation S-ID violations) in which RHF and RHS paid penalties totaling $45 million, and agreed to certain undertakings (together, the “January 2025 SEC Settlement”). • In March 2025, we settled multiple matters with FINRA (including investigations into RHF’s historical practice of collaring market orders, CIP, use of certain social media influencers, delivery of certain regulatory required documents to customers, and origin code designations for professional customers; RHS’s supervision of its clearing system technology, improper rejection of certain ACATS requests, improper effectuation of trades in securities during trading halts, execution of trades during extraordinary market volatility at prices that were above or below specified price bands, and the maintenance and reporting of inaccurate or incomplete trade, order, and position data to FINRA, FINRA TRF, CAT, Central Repository, and the OCC; and both broker-dealers’ AML programs, registration of required personnel, and supervision of trading in associated persons’ brokerage accounts) (together, the “March 2025 FINRA Settlement”).
We have limited experience with international legal and regulatory environments and market practices, and we might not be able to penetrate or successfully operate in the markets we choose to enter. In addition, we might incur significant expenses as a result of our international expansion, and we might not be successful, which could lead to substantial losses.
We have limited experience with international legal and regulatory environments and market practices, and we might not be able to enter, penetrate or successfully operate in the markets we choose. In addition, we might incur significant expenses as a result of our international expansion, and we might not be successful, which could lead to substantial losses.
Additionally, U.S. customers have access to Robinhood Connect, allowing their customers to use their RHC accounts to buy and transfer crypto, and fund their self-custody wallets. Crypto Transfers initiated by users are subject to a heightened risk of user error.
Additionally, RHC U.S. customers have access to Robinhood Connect, allowing their customers to use their RHC accounts to buy and transfer crypto, and fund their self-custody wallets. Crypto Transfers initiated by users are subject to a heightened risk of user error.
Furthermore, the timing and amount of any repurchases, if any, will be subject to liquidity, market and economic conditions, compliance with applicable legal requirements and other relevant factors.
Furthermore, the timing and amount of repurchases, if any, will be subject to liquidity, market and economic conditions, compliance with applicable legal requirements and other relevant factors.
Damage to our brand and reputation could also be caused by: • cybersecurity attacks, privacy or data security breaches, or other security incidents, payment disruptions or other incidents that impact the reliability of our platforms; • actual or alleged illegal, negligent, reckless, fraudulent or otherwise inappropriate behavior by our management team, our other employees or contractors, our customers or third-party service providers or partners as well as complaints or negative publicity about such individuals or companies; • future restructurings or any similar such reductions or activities in the future; • any repeat imposition of temporary trading restrictions (similar to our Early 2021 Trading Restrictions), or any outright failure to meet our deposit requirements; • litigation, regulatory actions, settlements, or investigations involving our platforms or our business; • regulators requesting or requiring us to cease offering specific products or services; • any failures to comply with legal, tax and regulatory requirements; • any perceived or actual weakness in our financial strength or liquidity; • any regulatory action or settlement that results in changes to, or prohibits us from offering, certain features, products or services; • any new policies, features, products, or services, or changes to our policies, features, products, or services, that customers or others perceive as overly restrictive, unclear, inconsistent with our values or mission, or not clearly articulated; • a failure to operate our business in a way that is consistent with our values and mission; • inadequate or unsatisfactory customer support experiences; • negative responses by customers or regulators to our business model or to particular features, products or services; 35 Table of Contents • a failure to adapt to new or changing customer preferences; • our decision to offer products viewed by some as controversial; • our inability to successfully expand into new markets or make successful acquisitions of, or investments in, other companies, products or technologies; • a prolonged weakness in popular equities or cryptocurrencies specifically or in U.S. or international equity and cryptocurrency markets generally, or a sustained downturn in the U.S. or international economies; • negative claims or publicity involving our culture or businesses, regardless of whether such claims are accurate; and • any of the foregoing with respect to our competitors, to the extent the resulting negative perception affects the public’s perception of us or our industry as a whole.
Damage to our brand and reputation could also be caused by: • cybersecurity attacks, privacy or data security breaches, or other security incidents, payment disruptions or other incidents that impact the reliability of our platforms; • actual or alleged illegal, negligent, reckless, fraudulent or otherwise inappropriate behavior by our management team, our other employees or contractors, our customers or third-party service providers or partners as well as complaints or negative publicity about such individuals or companies; • future restructurings or any similar such reductions or activities in the future; • any repeat imposition of temporary trading restrictions (similar to our Early 2021 Trading Restrictions), or any outright failure to meet our deposit requirements; • litigation, regulatory actions, settlements, or investigations involving our platforms or our business; • regulators requesting or requiring us to cease offering specific products or services; • any failures to comply with legal, tax and regulatory requirements; • any perceived or actual weakness in our financial strength or liquidity; • any regulatory action or settlement that results in changes to, or prohibits us from offering, certain features, products or services; • any new policies, features, products, or services, or changes to our policies, features, products, or services, that customers or others perceive as overly restrictive, unclear, inconsistent with our values or mission, or not clearly articulated; • a failure to operate our business in a way that is consistent with our values and mission; • inadequate or unsatisfactory customer support experiences; • negative responses by customers, regulators, or other third parties to our business model or to particular features, products or services; • a failure to adapt to new or changing customer preferences; • our decision to offer products viewed by some as controversial; • our inability to successfully expand into new markets or make successful acquisitions of, or investments in, other companies, products or technologies; 40 Table of Contents • a prolonged weakness in popular equities or cryptocurrencies specifically or in U.S. or international equity and cryptocurrency markets generally, or a sustained downturn in the U.S. or international economies; • negative claims or publicity involving our culture or businesses, regardless of whether such claims are accurate; and • any of the foregoing with respect to our competitors, to the extent the resulting negative perception affects the public’s perception of us or our industry as a whole.
In addition, the regulatory landscape involving cryptocurrencies is subject to change and is experiencing rapid evolution, and future regulatory actions or policies, including for instance, the assertion of jurisdiction by domestic and foreign regulators and governments over cryptocurrency and cryptocurrency markets, could reduce demand for cryptocurrency trading and might materially decrease our revenue derived from Transaction Rebates in absolute terms and as a proportion of our total revenues.
In addition, the regulatory and legislative landscape involving cryptocurrencies is subject to change and is experiencing rapid evolution, and future regulatory actions or policies, including for instance, the assertion of jurisdiction by domestic and foreign regulators and governments over cryptocurrency and cryptocurrency markets, could reduce demand for cryptocurrency trading and might materially decrease our revenue derived from Transaction Rebates in absolute terms and as a proportion of our total revenues.
We have also received inquiries from the SEC’s Division of Examinations and Division of Enforcement and FINRA related to employee trading during the week of January 25, 2021 in some of the securities that were subject to the Early 2021 Trading Restrictions, including GameStop Corp. and AMC Entertainment Holdings, Inc., and specifically as to whether any employee trading in these securities may have occurred after the decision to impose the Early 2021 Trading Restrictions and before the public announcement of the Early 2021 Trading Restrictions on January 28, 2021.
We received inquiries from the SEC’s Division of Examinations and Division of Enforcement and FINRA related to employee trading during the week of January 25, 2021 in some of the securities that were subject to the Early 2021 Trading Restrictions, including GameStop Corp. and AMC Entertainment Holdings, Inc., and specifically as to whether any employee trading in these securities may have occurred after the decision to impose the Early 2021 Trading Restrictions and before the public announcement of the Early 2021 Trading Restrictions on January 28, 2021.
Maintaining adequate liquidity is crucial to our securities brokerage and our money services business operations, including key functions such as transaction settlement, custody requirements, and margin lending. The SEC and FINRA also have stringent rules with respect to the maintenance of specific levels of net capital by securities broker-dealers.
Maintaining adequate liquidity is crucial to our securities brokerage, cryptocurrency and money services business operations, including key functions such as transaction settlement, custody requirements, and margin lending. The SEC and FINRA also have stringent rules with respect to the maintenance of specific levels of net capital by securities broker-dealers.
There could be public announcements regarding any security incidents and any steps we take to respond to or remediate such incidents, and if securities analysts or investors perceive these announcements to be negative, it could have an adverse effect on the trading price of our Class A common stock.
There could be public announcements regarding any security incidents or vulnerabilities and any steps we take to respond to or remediate such incidents, and if securities analysts or investors perceive these announcements to be negative, it could have an adverse effect on the trading price of our Class A common stock.
Further, we cannot provide assurance that any or all of our wallets will not be hacked or compromised such that cryptocurrencies are sent to one or more private addresses that we do not control, which could result in the loss of some or all of the cryptocurrencies that we hold in custody on behalf of customers.
Further, we cannot provide assurance that any or all of our wallets will not be hacked, exposed, or compromised such that cryptocurrencies are sent to one or more private addresses that we do not control, which could result in the loss of some or all of the cryptocurrencies that we hold in custody on behalf of customers.
Any material increase in credit losses and defaults or inability to retain existing or attract new Robinhood Credit customers could have adverse effects on our financial condition and results of operations. Use of our spending and payments services for illegal activities or improper purposes could harm our business .
Any material increase in credit losses and defaults or inability to retain existing or attract new Robinhood Credit customers could have adverse effects on our financial condition and results of operations. Use of our spending, payments, and banking services for illegal activities or improper purposes could harm our business .
Third-party risks might include insufficient security measures, data location uncertainty, and the possibility of data storage in inappropriate jurisdictions where laws or security measures might be inadequate. Our ability to monitor, and our resources to optimize integration with, third-party service providers’ data security practices are also limited.
Third-party risks include insufficient security measures, data location uncertainty, vulnerabilities and the possibility of data storage in inappropriate jurisdictions where laws or security measures might be inadequate. Our ability to monitor, and our resources to optimize integration with, third-party service providers’ data security practices are also limited.
Following the November 2021 Data Security Incident, we have received requests for information from regulatory authorities regarding, among other things, the adequacy of our information security measures, and as part of the January 2025 SEC Settlement, RHF and RHS paid penalties for violating Regulation S-P.
Following the November 2021 Data Security Incident, we received requests for information from regulatory authorities regarding, among other things, the adequacy of our information security measures, and as part of the January 2025 SEC Settlement, RHF and RHS paid penalties for violating Regulation S-P.
If services that we do not consider to be recommendations (such as educational materials, and our editorial offerings, including Snacks) are construed as constituting investment advice or recommendations, we have been and could be in the future subject to investigations by regulatory agencies.
If services that we do not consider to be recommendations (such as educational materials, and our editorial offerings, including Robinhood Snacks) are construed as constituting investment advice or recommendations, we have been and could be in the future subject to investigations by regulatory agencies.
If our founders or other significant stockholders sell, or indicate an intent to sell, large amounts of stock in the public market, or the perception that these sales might occur, could cause the trading price of our Class A common stock to decline substantially.
If our founders or other significant stockholders sell, or indicate an intent to sell, large amounts of stock in the public market, such sales, or the perception that these sales might occur, could cause the trading price of our Class A common stock to decline substantially.
We have in the past and continue to be subject to investigations related to our best execution practices. We face additional investigations and/or a risk of penalties in the future related to our best execution practices. We also might be adversely affected in the future by regulatory changes related to our obligations with regard to best execution.
We have in the past and continue to be subject to investigations related to our best execution practices. We may face additional investigations and/or a risk of penalties in the future related to our best execution practices. We also might be adversely affected in the future by regulatory changes related to our obligations with regard to best execution.
As a result of the stored value Spending Account program and the Robinhood Cash Card, we are subject to federal and state consumer protection laws and regulations, including the Electronic Fund Transfer Act and Regulation E as implemented by the CFPB.
As a result of the stored value Spending Account program, the Robinhood Cash Card and the Robinhood Banking program, we are subject to federal and state consumer protection laws and regulations, including the Electronic Fund Transfer Act and Regulation E as implemented by the CFPB.
Additional factors that could have a significant effect on the trading price of our Class A common stock include: • publication of research reports about us, our competitors, or our industry, or changes in, or failure to meet, estimates made by securities analysts or ratings agencies of our financial and operating performance, or lack of research reports by industry analysts or ceasing of analyst coverage; • announcements by us or our competitors of new offerings or platform features; • the public’s perception of the quality and accuracy of our key metrics on our customer base and engagement; • the public’s reaction to our media statements, other public announcements and filings with the SEC; • rumors and market speculation involving us or other companies in our industry; 78 Table of Contents • the extent to which retail and other individual investors (as distinguished from institutional investors), including our customers, invest in our Class A common stock, which might result in increased volatility; and • media coverage related to certain individuals and entities identified as having owned our stock, and any speculation related to plans to dispose of their holdings.
Additional factors that could have a significant effect on the trading price of our Class A common stock include: • publication of research reports about us, our competitors, or our industry, or changes in, or failure to meet, estimates made by securities analysts or ratings agencies of our financial and operating performance, or lack of research reports by industry analysts or ceasing of analyst coverage; • announcements by us or our competitors of new offerings or platform features; • the public’s perception of the quality and accuracy of our key metrics on our customer base and engagement; • the public’s reaction to our media statements, other public announcements and filings with the SEC; • rumors and market speculation involving us or other companies in our industry; • the extent to which retail and other individual investors (as distinguished from institutional investors), including our customers, invest in our Class A common stock, which might result in increased volatility; and • media coverage related to certain individuals and entities identified as having owned our stock, and any speculation related to plans to dispose of their holdings.
Additionally, if our customers or potential customers believe that they might get better execution quality (including better price improvement) directly from stock exchanges or from our competitors that have different execution arrangements, or if our customers perceive our PFOF practices to create a conflict of interest between us and them, or if they begin to disfavor the specific market markers with which we do business due to any negative media attention, they might come to have an adverse view of our business model and might decide to limit or cease the use of our platforms.
Additionally, if our customers or potential customers believe that they might get better execution quality (including better price improvement) directly from our competitors that have different execution arrangements, or if our customers perceive our PFOF practices to create a conflict of interest between us and them, or if they begin to disfavor the specific market markers with which we do business due to any negative media attention, they might come to have an adverse view of our business model and might decide to limit or cease the use of our platforms.
Factors which might adversely affect our liquidity positions include temporary liquidity demands due to timing differences between brokerage transaction settlements and the availability of segregated cash balances, timing differences between cryptocurrency transaction settlements between us and our cryptocurrency market makers and between us and our cryptocurrency customers, fluctuations in cash held in customer accounts, a significant increase in our margin lending activities, increased regulatory capital requirements, changes in regulatory guidance or interpretations, other regulatory changes, or a loss of market or customer confidence resulting in unanticipated and/or excessive withdrawals or redemptions, or a suspension of redemptions or withdrawals of customer assets.
Factors which might adversely affect our liquidity positions include temporary liquidity demands due to timing differences between brokerage transaction settlements and the availability of segregated cash balances, timing differences between cryptocurrency transaction settlements between us and our cryptocurrency Liquidity Providers and between us and our cryptocurrency customers, fluctuations in cash held in customer accounts, a significant increase in our margin lending activities, increased regulatory capital requirements, changes in regulatory guidance or interpretations, other regulatory changes, or a loss of market or customer confidence resulting in unanticipated and/or excessive withdrawals or redemptions, or a suspension of redemptions or withdrawals of customer assets.
If we or our third-party service provider are slashed by the underlying blockchain network, RHEU customers’ assets may be confiscated, withdrawn, or burnt by the network, resulting in losses for which we may be responsible.
If we or our third-party service provider are slashed by the underlying blockchain network, customers’ assets may be confiscated, withdrawn, or burnt by the network, resulting in losses for which we may be responsible.
Such efforts to control costs have in the past resulted, and might in the future continue to result in reduced productivity and deteriorating workforce morale, which can cause our business initiatives to suffer.
Such efforts to control costs have in the past resulted, and might in the future result in reduced productivity and deteriorating workforce morale, which can cause our business initiatives to suffer.
The regulatory framework for data privacy and security worldwide is evolving and, as a result, interpretation, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.
The regulatory framework for data privacy and security worldwide is also evolving and, as a result, interpretation, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.
There is a risk of enforcement actions in response to rules and regulations promulgated under the authority of federal agencies and state attorneys general and legislatures and consumer protection agencies.
There is a risk of enforcement actions in response to rules and regulations promulgated under the authority of federal and international agencies and state attorneys general and legislatures and consumer protection agencies.
A substantial judgment, settlement, fine, penalty, or injunctive relief could be material to our results of operations or cash flows for a particular period, or could cause us significant reputational harm. For more information about the legal proceedings in which we are currently involved, see Note 16 - Commitments & Contingencies to our consolidated financial statements in this Annual Report.
A substantial judgment, settlement, fine, penalty, or injunctive relief could be material to our results of operations or cash flows for a particular period, or could cause us significant reputational harm. For more information about the legal proceedings in which we are currently involved, see Note 15 - Commitments & Contingencies to our consolidated financial statements in this Annual Report.
Moreover, the anticipated benefits of any acquisition or investment might not be realized, the acquisition or investment might not perform in accordance with expectations, and we might be exposed to unknown liabilities.
Moreover, the anticipated benefits of any acquisition or investment might not be realized, the acquisition or investment might not perform in accordance with expectations, and we might be exposed to unknown liabilities or risks.
Our employee headcount has increased significantly in the past few years, so the amount of dilution due to awards of equity-based compensation to our employees could be substantial.
Our employee headcount has increased in the past few years, so the amount of dilution due to awards of equity-based compensation to our employees could be substantial.
Our ability to compete successfully in the financial services and cryptocurrency markets depends on a number of factors, including, among other things: • maintaining competitive pricing; • providing easy-to-use, innovative, and attractive products and services that are adopted by customers; • retaining customers (such as by providing effective customer support and avoiding outages, security breaches, and trading restrictions); 47 Table of Contents • recruiting and retaining highly skilled personnel and senior management; • maintaining and improving our reputation and the market perception of our brand and overall value; • maintaining our relationships with our counterparties; and • adjusting to a dynamic regulatory environment.
Our ability to compete successfully in the financial services and cryptocurrency markets depends on a number of factors, including, among other things: • maintaining competitive pricing; • providing easy-to-use, innovative, and attractive products and services that are adopted by customers; • retaining customers (such as by providing effective customer support and avoiding outages, security breaches, and trading restrictions); • recruiting and retaining highly skilled personnel and senior management; • maintaining and improving our reputation and the market perception of our brand and overall value; • maintaining our relationships with our counterparties; and • adjusting to a dynamic regulatory environment.
However, if market conditions improve, we also face a risk that renewed business growth could strain our existing resources, or that we are not able to effectively scale up in response, and we could experience ongoing operating difficulties in managing our business across numerous jurisdictions, including difficulties in hiring, training, and managing a dispersed employee base.
However, as market conditions improve, we also face a risk that renewed business growth could strain our existing resources, or that we are not able to effectively scale up in response, and we could experience ongoing operating difficulties in managing our business across numerous jurisdictions, including difficulties in hiring, training, and managing a dispersed employee base.
If we, third-party banks, market makers, exchanges or liquidity providers have operational failures and cannot perform and facilitate our routine cash and cryptocurrency settlement transactions, we will be unable to support normal trading operations on our cryptocurrency trading platforms and these disruptions could have an adverse impact on our business, financial condition and results of operations.
If we, third-party banks, Liquidity Providers, or cryptocurrency exchanges have operational failures and cannot perform and facilitate our routine cash and cryptocurrency settlement transactions, we will be unable to support normal trading operations on our cryptocurrency trading platforms, and these disruptions could have an adverse impact on our business, financial condition and results of operations.
We also might fail to maintain or be unable to obtain adequate protections for some of our intellectual property rights in the United States and some non-U.S. countries, and our intellectual property rights might not receive the same degree of protection in non-U.S. countries as they would in the United States because of the differences in non-U.S. patent, trademark, copyright, and other laws concerning intellectual property and proprietary rights.
We also might fail to maintain or be unable to obtain adequate protections for some of our intellectual property rights in the U.S. and some non-U.S. countries, and our intellectual property rights might not receive the same degree of protection in non-U.S. countries as they would in the U.S. because of the differences in non-U.S. patent, trademark, copyright, and other laws concerning intellectual property and proprietary rights.
Furthermore, the term of our current insurance policy expires in the third quarter of 2025, with our option to renew annually or for the carrier to terminate coverage with advance written notice. Any loss of our insurance coverage would impede our ability to mitigate any losses our customers might suffer if we are unable to access private keys.
Furthermore, the term of our current insurance policy expires in the third quarter of 2026, with our option to renew annually or for the carrier to terminate coverage with advance written notice. Any loss of our insurance coverage would impede our ability to mitigate any losses our customers might suffer if we are unable to access private keys.
While we have observed a positive trend in the total market capitalization of cryptocurrency assets over the long term, driven by increased adoption of cryptocurrency trading by both retail and institutional 61 Table of Contents investors as well as continued growth of various non-investing use cases, historical trends are not indicative of future adoption, and it is possible that the rate of adoption of cryptocurrencies might slow or decline, which would negatively impact our business, financial condition, and results of operations.
While we have observed a positive trend in the total market capitalization of cryptocurrency assets over the long-term, driven by increased adoption of cryptocurrency trading by both retail and institutional investors as well as continued growth of various non-investing use cases, historical trends are not indicative of future adoption, and it is possible that the rate of adoption of cryptocurrencies might slow or decline, which would negatively impact our business, financial condition, and results of operations.
Our Charter provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for a number of types of actions or proceedings shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, another state court sitting in the State of Delaware) (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court having jurisdiction over indispensable parties named as defendants.
Our Charter provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for a number of types of actions or proceedings shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, another state court sitting in the State of Delaware) (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of 94 Table of Contents Delaware), in all cases subject to the court having jurisdiction over indispensable parties named as defendants.
As we expand our cryptocurrency product and service offerings, the risks associated with failing to safeguard and manage cryptocurrencies we hold on behalf of our customers increase. Our success and the success of our offerings requires significant public confidence in our ability to properly manage customers’ balances and handle large transaction volumes and amounts of customer funds.
As we expand our cryptocurrency product and service offerings, the risks associated with failing to safeguard and manage cryptocurrencies we hold on behalf of our customers increase. Our success and the success of our offerings require significant public confidence in our ability to properly manage customers’ balances and handle large transaction volumes and amounts of customer funds.
We have been, and might in the future be, subject to claims that we violated third-party intellectual property rights, which, even where meritless, can be costly to defend and could materially adversely affect our business, results of operations, and financial condition.
We have been, currently are, and might in the future be, subject to claims that we violated third-party intellectual property rights, which, even where meritless, can be costly to defend and could materially adversely affect our business, results of operations, and financial condition.
If the market makers we use to execute our customer’s equity and option trades were to violate such rules and regulations and use this data for their own benefit in violation of applicable rules and regulations, it could result in negative publicity for us by association.
If the market makers we use to execute our customers’ equity and option trades were to violate such rules and regulations and use this data for their own benefit in violation of applicable rules and regulations, it could result in negative publicity for us by association.
For example, in the periods immediately following our recent restructurings, we experienced higher rates of voluntary employee attrition and declines in reported employee job satisfaction. We might continue to experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications.
For example, in the periods immediately following our past restructurings, we experienced higher rates of voluntary employee attrition and declines in reported employee job satisfaction. We might continue to experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications.
Disruptions to, destruction of, improper access to, breach of, instability of, or failure to effectively maintain our information technology systems (including our data processing systems, self-clearing platform, and order routing system) that allow our customers to use our products and services, and any associated degradations or 50 Table of Contents interruptions of service could result in damage to our reputation, loss of customers, loss of revenue, regulatory or governmental investigations, civil litigation, and liability for damages.
Disruptions to, destruction of, improper access to, breach of, instability of, or failure to effectively maintain our information technology systems (including our data processing systems, self-clearing platform, and order routing system) that allow our customers to use our products and services, and any associated degradations or interruptions of service could result in damage to our reputation, loss of customers, loss of revenue, regulatory or governmental investigations, civil litigation, and liability for damages.
As a result of the many regulations applicable to cryptocurrencies or the risks of cryptocurrencies generally, many financial institutions have decided, and other financial institutions might in the future decide, not to provide bank accounts (or access to bank accounts), payments services, or other financial services to companies providing cryptocurrency products, including us.
As a result of the risks of cryptocurrencies generally, many financial institutions have decided, and other financial institutions might in the future decide, not to provide bank accounts (or access to bank accounts), payments services, or other financial services to companies providing cryptocurrency products, including us.
Attrition and workforce reorganizations and reductions have also and might continue to adversely 37 Table of Contents affect our reputation among job seekers, demoralize our remaining employees, and result in a loss of institutional know-how, reduced productivity, slower customer service response, reduced effectiveness of internal compliance and risk-mitigation programs, and cancellations of or delays in completing new product developments and other strategic projects.
Attrition and workforce reorganizations and reductions have also and might continue to adversely affect our reputation among job seekers, demoralize our remaining employees, and result in a loss of institutional know-how, reduced productivity, slower customer service response, reduced effectiveness of internal compliance and risk-mitigation programs, and cancellations of or delays in completing new product developments and other strategic projects.
For instance, we have in the past (as discussed in Note 16 - Commitments & Contingencies , to our consolidated financial statements in this Annual Report) and may in the future be subject to investigations and examinations regarding, among other things, our cybersecurity practices.
For instance, we have in the past (as discussed in Note 15 - Commitments & Contingencies to our consolidated financial statements in this Annual Report) and may in the future be subject to investigations and examinations regarding, among other things, our cybersecurity practices.
With respect to equities and options trading, such fees are known as payment for order flow, or “PFOF.” With respect to cryptocurrency trading, currently we receive “Transaction Rebates.” Our transaction-based revenue is sensitive to and dependent on trading volumes and therefore tends to decline during periods in 29 Table of Contents which we experience decreased levels of trading generally.
With respect to equities and options trading, such fees are known as payment for order flow, or “PFOF.” With respect to cryptocurrency trading, currently we receive “Transaction Rebates.” Our transaction-based revenue is sensitive to and dependent on trading volumes and therefore tends to decline during periods in which we experience decreased levels of trading generally.
These and other provisions of our Charter, our Bylaws and the Delaware General Corporation Law could have the effect of delaying or deterring a change in control, which might limit the opportunity for our stockholders to receive 81 Table of Contents a premium for their shares of our Class A common stock and might also affect the price that some investors are willing to pay for our Class A common stock.
These and other provisions of our Charter, our Bylaws and the Delaware General Corporation Law could have the effect of delaying or deterring a change in control, which might limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock and might also affect the price that some investors are willing to pay for our Class A common stock.
You should carefully consider the risks and uncertainties described below, as well as the other information included in this Annual Report, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our business, 24 Table of Contents financial condition, results of operations, and prospects could be materially and adversely affected by any of these risks or uncertainties.
You should carefully consider the risks and uncertainties described below, as well as the other information included in this Annual Report, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our business, financial condition, results of operations, and prospects could be materially and adversely affected by any of these risks or uncertainties.
While these steps were taken to improve operational efficiency, there can be no assurance 27 Table of Contents that further restructuring or workforce reductions will not be necessary in the future. As part of our ongoing efforts in the normal course of business, we also continuously evaluate whether we are appropriately staffed to be cost efficient.
While these steps were taken to improve operational efficiency, there can be no assurance that further restructuring or workforce reductions will not be necessary in the future. As part of our ongoing efforts in the normal course of business, we also continuously evaluate whether we are appropriately staffed to be cost efficient.
In addition, if our customers use older versions of our app it may result in customer complaints and regulatory inquiries that could lead to arbitration claims or regulatory sanctions. 51 Table of Contents We rely on third parties to perform some key functions, and their failure to perform those functions could adversely affect our business, financial condition and results of operations.
In addition, if our customers use older versions of our app it may result in customer complaints and regulatory inquiries that could lead to arbitration claims or regulatory sanctions. We rely on third parties to perform some key functions, and their failure to perform those functions could adversely affect our business, financial condition and results of operations.
The outcome of these matters and decisions by regulators not to bring enforcement actions provides, and any other action, settlement, or related investigation by regulators, might provide, additional guidance on the legal status of cryptocurrencies as securities more generally, which has affected and might significantly affect the actual or perceived regulatory status and value of cryptocurrencies we currently support or might support in the future.
The decisions by regulators not to bring enforcement actions provides, and any other action, settlement, or related investigation by regulators, might provide, additional guidance on the legal status of cryptocurrencies as securities more generally, which has affected and might significantly affect the actual or perceived regulatory status and value of cryptocurrencies we currently support or might support in the future.
We believe our record keeping for our users’ funds held in Robinhood Cash Card accounts at Sutton and held in a Spending Account at our other partner bank complies with all applicable requirements for each participating user’s deposits to be eligible for FDIC pass-through insurance coverage, up to the applicable maximum deposit insurance amount.
We believe our record keeping for our users’ funds held in Robinhood Cash Card accounts at Sutton, held in a Spending Account at our other partner bank, and held in Robinhood Banking branded deposit accounts at Coastal Bank complies with all applicable requirements for each participating user’s deposits to be eligible for FDIC pass-through insurance coverage, up to the applicable maximum deposit insurance amount.
We track certain operational metrics using internal company data gathered on an analytics platform that we developed and operate, including metrics such as Funded Customers, Assets Under Custody, Net Deposits, and Gold Subscribers, as well as cohorts of our customers, which have not been validated by any independent third party and which might differ from estimates or similar metrics published by other parties due to differences in sources, methodologies, or the assumptions on which we rely.
We track certain operational metrics using internal company data gathered on an analytics platform that we developed and operate, including metrics such as Funded Customers, Total Platform Assets, Net Deposits, and Robinhood Gold Subscribers, as well as cohorts of our customers, which have not been validated by any independent third party and which might differ from estimates or similar metrics published by other parties due to differences in sources, methodologies, or the assumptions on which we rely.
Our failure to maintain the required net capital levels and protect customer assets could potentially result in immediate suspension of securities activities, suspension or expulsion by the SEC or FINRA, restrictions on our ability to expand our existing business or to commence new businesses, and could ultimately lead to the liquidation of our broker-dealer entities and winding down of our broker-dealer business.
Our failure to maintain the required net capital levels and protect customer assets could potentially result in immediate suspension of securities activities, suspension or expulsion by the SEC or FINRA, restrictions on our ability to expand our existing business or to commence new businesses, and could ultimately lead to the liquidation of our broker-dealer entities 63 Table of Contents and winding down of our broker-dealer business.
RHF and RHS settled the SEC’s investigation into these practices as part of the January 2025 SEC Settlement, paying penalties 56 Table of Contents totaling $8 million and agreeing to complete an internal audit review of electronic communications retention. We are subject to potential losses as a result of our clearing and execution activities.
RHF and RHS settled the SEC’s investigation into these practices as part of the January 2025 SEC Settlement, paying penalties totaling $8 million and agreeing to complete an internal audit review of electronic communications retention. We are subject to potential losses as a result of our clearing and execution activities.
We also provide customers with a variety of educational materials, investment tools, and financial news and information, such as our “Snacks” newsletter (which is offered by Sherwood Media), the suite of other editorial offerings that Sherwood Media has launched and will continue to launch, and the Robinhood Investor Index.
We also provide customers with a variety of educational materials in various jurisdictions, investment tools, and financial news and information, such as our “Snacks” newsletter (which is offered by Sherwood Media), the suite of other editorial offerings that Sherwood Media has launched and will continue to launch, and the Robinhood Investor Index.
In light of events in 2022, including the 2022 Crypto Bankruptcies, cryptocurrency market risks were identified as a top risk to the Company and management has accordingly implemented certain measures, including enhanced monitoring for cryptocurrency markets (such as reducing net open position limits with liquidity partners through more frequent settlement; adding additional banking and liquidity partners; monitoring on-platform trading activity, coin deposits and withdrawals; and ongoing diligence for listings and banking relationships).
In light of events in 2022, cryptocurrency market risks were identified as a key risk to the Company and management has accordingly implemented certain measures, including enhanced monitoring for cryptocurrency markets (such as reducing net open position limits with liquidity partners through more frequent settlement; adding additional banking and liquidity partners; monitoring on-platform trading activity, coin deposits and withdrawals; and ongoing diligence for listings and banking relationships).
For example, FINRA Rule 1017 generally provides that FINRA approval must be obtained in connection with any transaction resulting in a single person or entity owning, directly or indirectly, 25% or more of a FINRA member firm’s equity and would include a change in control of a parent company and similar approval from the Financial Conduct Authority, which regulates our U.K. authorized broker-dealer subsidiary, must be obtained in connection with any transaction resulting in a person or entity holding, directly or indirectly, 10% or more of the equity or voting power of a U.K. authorized person or the parent of a U.K. authorized person.
For example, FINRA Rule 1017 generally provides that FINRA approval must be obtained in connection with any transaction resulting in a single person or entity owning, directly or indirectly, 25% or more of a FINRA member firm’s equity and would include a change in control of a parent company and similar approval from the FCA, which regulates our U.K. authorized broker-dealer subsidiary, must be obtained in connection with any transaction resulting in a person or entity holding, directly or indirectly, 10% or more of the equity or voting power of a U.K. authorized person or the parent of a U.K. authorized person.
If we are unable to access the private keys or if we experience a hack or other data loss relating to the cryptocurrencies we hold on behalf of customers, our customers might be 59 Table of Contents unable to trade their cryptocurrency, our reputation and business could be harmed, and we might be liable for losses in excess of our ability to pay.
If we are unable to access the private keys or if we experience a hack or other data loss relating to the cryptocurrencies we hold on behalf of customers, our customers might be unable to trade their cryptocurrency, our reputation and business could be harmed, and we might be liable for losses in excess of our ability to pay.
Some crypto networks might require additional information to be provided in connection with any transfer of cryptocurrency to or from our platforms. A number of errors could occur in the process of depositing or withdrawing cryptocurrencies to or from our platforms, such as typos, mistakes, or the failure to include information required by the blockchain network.
Some crypto networks might require additional information to be provided in connection 78 Table of Contents with any transfer of cryptocurrency to or from our platforms. A number of errors could occur in the process of depositing or withdrawing cryptocurrencies to or from our platforms, such as typos, mistakes, or the failure to include information required by the blockchain network.
Therefore, the founders’ concentrated voting control might have the effect of delaying, preventing or deterring a change in control of our Company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our Company, and might ultimately affect the market price of our Class A common stock.
Therefore, the founders’ concentrated voting 93 Table of Contents control might have the effect of delaying, preventing or deterring a change in control of our Company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our Company, and might ultimately affect the market price of our Class A common stock.
If BOATS becomes unwilling or unable to do business with us or one of our market makers in the future, we may be unable to find another trading platform to support Robinhood 24 Hour Market, which could negatively impact our transaction-based revenue and generate negative publicity.
If BOATS becomes unwilling or unable to do business with us or one of our Liquidity Providers in the future, we may be unable to find another trading platform to support Robinhood 24 Hour Market, which could negatively impact our transaction-based revenue and generate negative publicity.
Although we believe our determinations are reasonable, the ultimate amount of our tax obligations owed might differ from the amounts recorded in our financial statements in the event of a review by applicable tax authorities and any such difference could have an adverse effect on our results of operations.
Although we believe our determinations are reasonable, the ultimate amount of our tax obligations owed 88 Table of Contents might differ from the amounts recorded in our financial statements in the event of a review by applicable tax authorities and any such difference could have an adverse effect on our results of operations.
For instance, the former SEC Chair had previously indicated that he had instructed the SEC Staff to study, and in some cases make rulemaking recommendations to the SEC or had otherwise discussed: PFOF, digital engagement practices, and whether broker-dealers are adequately disclosing their policies and procedures around potential trading restrictions; whether margin requirements and other payment requirements are sufficient; whether broker-dealers have appropriate tools to manage their liquidity and risk; conflicts that can arise from the use of predictive analytics, in particular conflicts that may arise to the extent advisors or brokers are optimizing their own interests as well as others; the use of mobile app features such as rewards, bonuses, push notifications and other prompts and that such prompts could promote behavior that is not in the interest of the customer, such as excessive trading, and whether expanded enforcement mechanisms are necessary; and digital engagement practices.
For instance, the former SEC Chair previously indicated that he had instructed the SEC Staff to study, and in some cases make rulemaking recommendations to the SEC, relating to, or had otherwise discussed the following, among other topics: PFOF, digital engagement practices, and whether broker-dealers are adequately disclosing their policies and procedures around potential trading restrictions; whether margin requirements and other payment requirements are sufficient; whether broker-dealers have appropriate tools to manage their liquidity and risk; conflicts that can arise from the use of predictive analytics, in particular conflicts that may arise to the extent advisors or brokers are optimizing their own interests as well as others; the use of mobile app features such as rewards, bonuses, push notifications and other prompts and that such prompts could 50 Table of Contents promote behavior that is not in the interest of the customer, such as excessive trading, and whether expanded enforcement mechanisms are necessary; and digital engagement practices.
Our subsidiary RHD, a registered FCM with the CFTC, is also subject to extensive regulation by federal and state regulators and SROs related to offering our customers Futures products.
Our subsidiary RHD, which is registered with the CFTC as a FCM, is also subject to extensive regulation by federal and state regulators and SROs related to offering our customers Futures products.
In addition, several of these forks were contentious and as a result, participants in certain communities might harbor ill will towards other communities. As a result, 68 Table of Contents certain community members might take actions that adversely impact the use, adoption and price of Bitcoin, Ethereum or any of their forked alternatives.
In addition, several of these forks were contentious and as a result, participants in certain communities might harbor ill will towards other communities. As a result, certain community members might take actions that adversely impact the use, adoption and price of Bitcoin, Ethereum or any of their forked alternatives.
Any of these outcomes could have an adverse effect on our business, financial condition and results of operations. 45 Table of Contents We are involved in numerous litigation matters that are expensive and time consuming, and, if resolved adversely, could expose us to significant liability and reputational harm.
Any of these outcomes could have an adverse effect on our business, financial condition and results of operations. We are involved in numerous litigation matters that are expensive and time consuming, and, if resolved adversely, could expose us to significant liability and reputational harm.
If any market makers were unwilling to continue to receive orders from us or to pay us for those orders (including, for example, as a result of unusually high volatility), we might have little to no recourse and, if there are no other market makers that are willing to receive such orders from us or to pay us for such orders, or if we are unable to find replacement market makers in a timely manner, our transaction-based revenue would be negatively impacted.
If any Liquidity Providers were unwilling to continue to receive orders from us or to pay us for those orders (including, for example, as a result of unusually high volatility), we might have little to no recourse and, if there are no other Liquidity Providers that are willing to receive such orders from us or to pay us for such orders, or if we are unable to find replacement Liquidity Providers in a timely manner, our transaction-based revenue would be negatively impacted.
We cannot be certain that our insurance coverage will be 54 Table of Contents adequate to address the results of regulatory or civil investigations or any liabilities resulting from a cybersecurity incident, that adequate insurance will be available to us on economically reasonable terms, or that our insurer will cover all cybersecurity incident-related claims.
We cannot be certain that our insurance coverage will be adequate to address the results of regulatory or civil investigations or any liabilities resulting from a cybersecurity incident, that adequate insurance will be available to us on economically reasonable terms, or that our insurer will cover all cybersecurity incident-related claims.
In January 2023, the Bankruptcy Court for the Southern District of New York issued a ruling in In re Celsius Network LLC , that certain crypto assets held by Celsius customer accounts were the property of 65 Table of Contents Celsius’s estate and that the holders of such accounts are unsecured creditors.
In January 2023, the Bankruptcy Court for the Southern District of New York issued a ruling in In re Celsius Network LLC, that certain crypto assets held by Celsius customer accounts were the property of Celsius’s estate and that the holders of such accounts are unsecured creditors.
Higher interest rates also lead to higher payment obligations by our customers to us and to their creditors under mortgage, credit card, and other consumer and merchant loans, which might reduce our customers’ ability to satisfy their obligations to us, including failing to pay for securities purchased, meet 32 Table of Contents minimum credit card payments, deliver securities sold, or meet margin calls, and therefore lead to increased delinquencies, charge-offs, and allowances for loan and interest receivables, which could have an adverse effect on our net income (loss).
Higher interest rates also lead to higher payment obligations by our customers to us and to their creditors under mortgage, credit card, and other consumer and merchant loans, which might reduce our customers’ ability to satisfy their obligations to us, including failing to pay for securities purchased, meet minimum credit card payments, deliver securities sold, or meet margin calls, and therefore lead to increased delinquencies, charge-offs, and allowances for loan and interest receivables, which could have an adverse effect on our net income.
We might also need additional capital to continue to support our business and any future growth and to respond to competitive challenges, including the need to promote our products and services, develop new products and services, enhance our existing products, services and operating infrastructure, acquire and invest in complementary businesses and technologies, and to fund payments on our obligations at the parent company level, such as the income tax withholding and remittance obligations that arise upon the vesting and/or settlement of our outstanding restricted stock units (“RSUs”), and any debt obligations we might incur.
We might also need additional capital to continue to support our business and any future growth and to respond to competitive challenges, including the need to promote our products and services, develop new products and services, enhance our existing products, services and operating infrastructure, acquire and invest in complementary businesses and technologies, and to fund payments on our obligations at the parent company level, such as the income tax withholding and remittance obligations that arise upon the vesting and/or settlement of our outstanding RSUs, and any debt obligations we might incur.
We could be penalized if we fail to comply with these requirements and these requirements might be modified in the future in a way that could harm our business. As registered broker-dealers, we are subject to “best execution” requirements under SEC guidelines and FINRA rules, which requires us to obtain the best reasonably available terms for customer orders.
We could be penalized if we fail to comply with these requirements and these requirements might be modified in the future in a way that could harm our business. 37 Table of Contents As registered broker-dealers, we are subject to “best execution” requirements under SEC guidelines and FINRA rules, which requires us to obtain the best reasonably available terms for customer orders.
Federal and state regulators and SROs, including the SEC and FINRA, can, among other things, investigate, censure or fine us, issue cease-and-desist orders or otherwise restrict our operations, require changes to our business practices, products or services, limit our acquisition activities or suspend or expel a broker-dealer or any of its officers or employees.
Federal and state regulators (and, in the case of RHUK, the FCA), and SROs, including the SEC and FINRA, can, among other things, investigate, censure or fine us, issue cease-and-desist orders or otherwise restrict our operations, require changes to our business practices, products or services, limit our acquisition activities or suspend or expel a broker-dealer or any of its officers or employees.
The need to obtain or maintain these licenses, certifications, or other regulatory approvals could impose substantial additional costs, delay or preclude planned transactions, product launches or improvements, require significant and costly operational changes, impose restrictions, limitations, or additional requirements on our business, products, and services, or prevent us from providing our products or services in a given market.
The need to obtain or maintain these licenses, certifications, or other regulatory approvals could impose substantial additional costs, delay or preclude planned transactions, product launches or improvements, require significant and costly operational changes, impose restrictions, limitations, or additional requirements on our business, products, and services, or prevent us from providing our products or services in a given market. Certain Non-U.S.
Risks Related to Attracting, Retaining, and Engaging Customers We operate in highly competitive markets, and many of our competitors have greater resources than we do and may have products and services that are more appealing than ours to our current or potential customers.
Risks Related to Attracting, Retaining, and Engaging Customers 54 Table of Contents We operate in highly competitive markets, and many of our competitors have greater resources than we do and may have products and services that are more appealing than ours to our current or potential customers.
Inflation Reduction Act of 2022 which imposes a corporate excise tax of 1% on net stock repurchases, could also impact our stock repurchases. There are a number of ways in which the Repurchase Program could fail to result in enhanced shareholder value.
Inflation Reduction Act of 2022 which imposes a corporate excise tax of 1% on net stock repurchases, could also impact our stock repurchases. 92 Table of Contents There are a number of ways in which the Repurchase Program could fail to result in enhanced shareholder value.
There are substantial costs and potential product and operational changes involved in maintaining and renewing these licenses, 42 Table of Contents certifications, and approvals, and we could be subject to fines, other enforcement actions, and litigation if we are found to violate any of these requirements.
There are substantial costs and potential product and operational changes involved in maintaining and renewing these licenses, certifications, and approvals, and we could be subject to fines, other enforcement actions, and litigation if we are found to violate any of these requirements.
The use, development, or adoption of AI technologies into our products may result in exposure to claims by third parties of copyright infringement or other intellectual property misappropriation, which may require us to pay compensation or license fees to third parties.
The use, development, or adoption of AI technologies into our products may result in exposure to claims by third parties of copyright infringement or other intellectual property misappropriation, which may require us to pay compensation or 60 Table of Contents license fees to third parties.
As part of our customer onboarding process, in accordance with the Customer Identification Program rules under Section 326 of the USA Patriot Act, we screen all potential customers against OFAC watchlists and continue to screen all customers, vendors and employees daily against OFAC watchlists.
As part of our customer onboarding process, in accordance with the CIP rules under Section 326 of the USA Patriot Act, we screen all potential customers against OFAC watchlists and continue to screen all customers, vendors and employees daily against OFAC watchlists.
Further, if the market price of our Class A common stock is above the level that investors determine is reasonable for our Class A common stock, some investors might attempt to short our Class A common stock, which would create additional downward pressure on the trading price of our Class A common stock.
Further, if the market price of our Class A common stock is above the level that investors determine is reasonable for our Class A common stock, some investors might attempt to short our Class A common 91 Table of Contents stock, which would create additional downward pressure on the trading price of our Class A common stock.
In addition, our clearing and carrying broker-dealer is subject to cash deposit and collateral requirements under the rules of the clearinghouses in which it participates (including DTC, National Securities Clearing Corporation (“NSCC”), and OCC), which requirements fluctuate significantly from time to time based upon the nature and volume of customers’ trading activity and volatility in the market or individual securities.
In addition, our clearing and carrying broker-dealer is subject to cash deposit and collateral requirements under the rules of the clearinghouses in which it participates (including DTC, NSCC, and OCC), which requirements fluctuate significantly from time to time based upon the nature and volume of customers’ trading activity and volatility in the market or individual securities.
Additionally, if any of these 71 Table of Contents factors make it economically unfeasible for us to continue to offer the Robinhood Gold Card Rewards Program and we cease to offer such rewards, it might make Robinhood Credit products less desirable to customers.
Additionally, if any of these factors make it economically unfeasible for us to continue to offer the Robinhood Gold Card Rewards Program and we cease to offer such rewards, it might make Robinhood Credit products less desirable to customers.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity program is managed by the Company’s Security and Corporate Engineering organization, which is led by our CSO, who reports directly to the CEO. Our CSO has over twenty years of experience in the security industry and has held a variety of leadership positions in cybersecurity at Capital One, including as Vice President, Divisional Chief Information Security Officer.
Biggest changeOur CISO has over twenty years of experience in the security industry and has held a variety of leadership positions in cybersecurity at Medicity, Aetna, and Google.
For more information about risks related to cybersecurity threats, including previous cybersecurity incidents (including the November 2021 Data Security Incident (defined below)), that have materially affected or are reasonably likely to materially affect our business, financial condition, and results of operations, see “Risk Factors– Our business could be materially and adversely affected by a cybersecurity breach or other cybersecurity incident involving our information systems or data or those of our customers or third-party or fourth-party service providers .”
For more information about risks related to cybersecurity threats, including previous cybersecurity incidents (including the November 2021 Data Security Incident (defined below)), that have materially affected or are reasonably likely to materially affect our business, financial condition, and results of operations, see “Risk Factors– Our business could be materially and adversely affected by a cybersecurity breach or other attack involving our computer systems or data or those of our customers or third-party or fourth-party service providers .”
If a cybersecurity incident occurs, incident response procedures are in place to facilitate the appropriate reporting to the CSO, and business continuity plans are mobilized to minimize disruption to business operations. We have also implemented guidelines to outline communications responsibilities during incidents of all severity levels, including an escalation process for alerting senior management of high severity and material incidents.
If a cybersecurity incident occurs, incident response procedures are in place to facilitate the appropriate reporting to the CISO, and business continuity plans are mobilized to minimize disruption to business operations. We have also implemented guidelines to outline communications responsibilities during incidents of all severity levels, including an escalation process for alerting senior management of high severity and material incidents.
The Safety Committee reviews management’s exercise of its responsibility to identify, assess, manage, monitor and mitigate material risks not specifically allocated to the board of directors or another of its committees.
The Safety Committee reviews 96 Table of Contents management’s exercise of its responsibility to identify, assess, manage, monitor and mitigate material risks not specifically allocated to the board of directors or another of its committees.
These controls and processes include, among others: 82 Table of Contents • maintaining a vulnerability management program that performs regular vulnerability scans and relies on our risk-based information security program to promote coverage of critical areas; • establishing an offensive security team that actively tests our security controls, imitating methods persons trying to achieve unauthorized access might use to identify any weaknesses; • our global privacy program supported by our privacy engineering and privacy legal teams; • maintaining an incident response plan which outlines the roles and responsibilities of key personnel in the event of a cybersecurity incident; • conducting mandatory annual security and privacy training for employees and contractors and, where appropriate, giving employees and contractors role-based training focused on content specific to their role at the Company; • undertaking an annual review of our consumer facing policies and statements related to cybersecurity; • requiring our employees to treat customer information and data with care through policy, practice and contract (as applicable); and • carrying cybersecurity insurance that provides some protection against potential losses arising from a cybersecurity incident.
These controls and processes include, among others: • maintaining a vulnerability management program that performs regular vulnerability scans and relies on our risk-based information security program to promote coverage of critical areas; • establishing an offensive security team that actively tests our security controls, imitating methods persons trying to achieve unauthorized access might use to identify any weaknesses; • our global privacy program supported by our privacy engineering and privacy legal teams; • maintaining an incident response plan which outlines the roles and responsibilities of key personnel in the event of a cybersecurity incident; • conducting mandatory annual security and privacy training for employees and contractors and, where appropriate, giving employees and contractors role-based training focused on content specific to their role at the Company; • undertaking an annual review of our consumer facing policies and statements related to cybersecurity; • requiring our employees to treat customer information and data with care through policy, practice and contract (as applicable); and • carrying cybersecurity insurance that provides some protection against potential losses arising from a cybersecurity incident. 95 Table of Contents Our cybersecurity program is managed by the Company’s Security and Corporate Engineering organization, which is led by our CISO, who reports directly to the Chief Technology Officer.
The Security organization elevates risks to the relevant ROCs where applicable. Our cybersecurity program is aligned with industry standards and best practices, such as the NIST CSF, and we engage third-party consultants annually to conduct a NIST CSF maturity assessment of our cybersecurity program.
The Security organization elevates risks to the relevant ROCs where applicable. Our cybersecurity program is aligned with industry standards and best practices, such as the NIST CSF and NIST 800-53 R5 control framework, and we engage third-party consultants annually to conduct a NIST CSF maturity assessment of our cybersecurity program.
In particular, the ERM team provides 83 Table of Contents governance over risk management practices and reports on a quarterly basis on top risks to the Safety Committee, along with planned mitigants and monitoring procedures.
In particular, the ERM team provides governance over risk management practices and reports on a quarterly basis on top risks to the Safety Committee, along with planned mitigants and monitoring procedures.
If a significant cybersecurity incident occurs, we will conduct an assessment to determine if it is material to us. If a materiality assessment is required, the CSO will report such an incident to our Materiality Assessment Committee (“MAC”), which consists of the CFO, CLO, and CBO (in addition to the CSO) and notify the CEO.
If a significant cybersecurity incident occurs, we will conduct an assessment to determine if it is material to us. If a materiality assessment is required, the CISO will report such an incident to our MAC, which consists of the CFO, CLO, and CBO (in addition to the CISO) and notify the CEO.
Additionally, several of Robinhood’s subsidiaries, including RHC, RHF, and RHS, have a Chief Information Security Officer, who reports to the CSO, and a Risk Operating Committee (“ROC”) that manages risks, including cybersecurity risks, specific to each entity’s business. Each of our Chief Information Security Officers has expertise in cybersecurity, industry and regulatory standards, risk management, and security operations.
Additionally, several of Robinhood’s subsidiaries, including RHC, RHF, and RHS, have a Chief Information Security Officer, who reports to the Company’s CISO, and an ROC that manages risks, including cybersecurity risks, specific to each entity’s business. Each of our Chief Information Security Officers has expertise in cybersecurity, industry and regulatory standards, risk management, and security operations.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed0 unchanged
Biggest changeWe also believe that our leases are at competitive or market rates and do not anticipate any difficulty in leasing suitable additional space upon expiration of our current lease terms. 84 Table of Contents ITEM 3. LEGAL PROCEEDINGS Refer to Note 16 - Commitments & Contingencies to our consolidated financial statements in this Annual Report.
Biggest changeITEM 3. LEGAL PROCEEDINGS Refer to Note 15 - Commitments & Contingencies to our consolidated financial statements in this Annual Report. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 97 Table of Contents PART II
ITEM 2. PROPERTIES Our corporate headquarters are located in Menlo Park, California, where we currently have lease commitments for multiple facilities with various expiration dates through 2033. We otherwise lease office facilities throughout the United States and other countries around the world for engineering, sales, marketing, and operations, as well as general and administrative purposes.
ITEM 2. PROPERTIES Our corporate headquarters are located in Menlo Park, California, where we currently have lease commitments for multiple facilities with various expiration dates through 2036. We otherwise lease office facilities throughout the United States and other countries around the world for engineering, sales, marketing, and operations, as well as general and administrative purposes.
We believe our facilities are suitable for their present and intended purposes and are operating at a level consistent with the requirements of the industry in which we operate.
We believe our facilities are suitable for their present and intended purposes and are operating at a level consistent with the requirements of the industry in which we operate. We also believe that our leases are at competitive or market rates and do not anticipate any difficulty in leasing suitable additional space upon expiration of our current lease terms.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+2 added−0 removed8 unchanged
Biggest changeIn addition, the terms of our current credit facilities contain restrictions on our ability to pay cash dividends.
Biggest changeIn addition, the terms of our current credit facilities contain restrictions on our ability to pay cash dividends. Sales of Unregistered Securities On February 26, 2025, the Company completed the acquisition of TradePMR. The acquisition date fair value of the consideration transferred for TradePMR was approximately $175 million following customary purchase price adjustments and was entirely paid in cash.
Refer to Note 13 - Common Stock and Stockholders' Equity to our consolidated financial statements in this Annual Report for more information about the Repurchase Program. 87 Table of Contents Stock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC, for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.
Refer to Note 12 - Common Stock and Stockholders’ Equity of our consolidated financial statements in this Annual Report for more information about the Repurchase Program. 99 Table of Contents Stock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC, for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.
As of February 12, 2025, there were nine stockholders of record of our Class B common stock and zero stockholders of record of our Class C common stock. Dividend Policy We have never declared or paid cash dividends on our capital stock.
As of February 11, 2026, there were nine stockholders of record of our Class B common stock and zero stockholders of record of our Class C common stock. Dividend Policy We have never declared or paid cash dividends on our capital stock.
The graph uses the closing market price on July 29, 2021 of $34.82 per share as the initial value of our Class A common stock. The stock price performance shown in the graph represents past performance and should not be considered an indication of future stock price performance.
The graph uses the closing market price on July 29, 2021 of $34.82 per share as the initial value of our Class A common stock. The stock price performance shown in the graph represents past performance and should not be considered an indication of future stock price performance. ITEM 6. [REMOVED AND RESERVED] 100 Table of Contents
Our Class B and Class C common stock are not listed on any stock exchange nor traded on any public market. Holders of Record As of February 12, 2025, there were 81 stockholders of record of our Class A common stock.
Our Class B and Class C common stock are not listed on any stock exchange nor traded on any public market. Holders of Record As of February 11, 2026, there were 89 stockholders of record of our Class A common stock.
(2) On May 28, 2024, we announced that the Board of Directors approved the Repurchase Program authorizing the Company to repurchase up to $1 billion of its outstanding Class A common stock.
(2) On May 28, 2024, we announced that the board of directors approved the Repurchase Program authorizing the Company to repurchase up to $1 billion of its outstanding Class A common stock. On April 30, 2025, we announced that the board of directors has authorized an additional $500 million, bringing the Repurchase Program authorization to a total of $1.5 billion.
Sales of Unregistered Securities From January 1, 2024 through December 31, 2024 we did not sell any shares of Class A common stock (or other equity securities of Robinhood Markets, Inc.) that were not registered under the Securities Act. 86 Table of Contents Issuer Purchases of Equity Securities The following table presents repurchases of shares of our Class A common stock during the three months ended December 31, 2024: Period Total Number of Shares Purchased Average 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) October 1, 2024 - October 31, 2024 797,990 $ 25.23 797,990 $ 882 November 1, 2024 - November 30, 2024 2,787,976 $ 25.35 2,787,976 $ 812 December 1, 2024- December 31, 2024 1,757,949 $ 38.90 1,757,949 $ 743 Total 5,343,915 $ 29.79 5,343,915 $ 743 (1) The average cost per share excludes the 1% excise tax on net share repurchase and commissions.
Other than the above, from January 1, 2025 through December 31, 2025 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. 98 Table of Contents Issuer Purchases of Equity Securities The following table presents repurchases of shares of our Class A common stock during the three months ended December 31, 2025: Period Total Number of Shares Purchased Average 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) October 1, 2025 - October 31, 2025 69,694 $ 140.23 69,694 $ 680 November 1, 2025 - November 30, 2025 671,947 $ 117.28 671,947 $ 601 December 1, 2025 - December 31, 2025 89,988 $ 123.37 89,988 $ 590 Total 831,629 $ 119.86 831,629 $ 590 _______________ (1) The average cost per share excludes the 1% excise tax on net share repurchase and commissions.
Added
The post-close compensation consisted of 2,049,711 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 a four-year period post-acquisition, subject to the terms of a vesting agreement, in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
Added
Refer to Note 3 - Business Combinations to our consolidated financial statements in this Annual Report for more information on this transaction.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

55 edited+24 added−35 removed38 unchanged
Biggest changeOperating Expenses Year Ended December 31, (in millions, except for percentages) 2022 2023 2024 2022 to 2023 % Change 2023 to 2024 % Change Operating expenses: Brokerage and transaction $ 179 $ 146 $ 164 (18) % 12 % Technology and development 878 805 818 (8) % 2 % Operations 249 116 112 (53) % (3) % Provision for credit losses 36 43 76 19 % 77 % Marketing 103 122 272 18 % 123 % General and administrative 924 1,169 455 27 % (61) % Total operating expenses $ 2,369 $ 2,401 $ 1,897 Percent of total net revenues: Brokerage and transaction 13 % 8 % 5 % Technology and development 65 % 43 % 28 % Operations 18 % 6 % 4 % Provision for credit losses 3 % 3 % 3 % Marketing 8 % 7 % 9 % General and administrative 68 % 63 % 15 % Total operating expenses 175 % 130 % 64 % 101 Table of Contents Brokerage and Transaction Year Ended December 31, (in millions) 2022 2023 2024 2022 to 2023 % Change 2023 to 2024 % Change Employee compensation, benefits, and overhead, excluding SBC $ 20 $ 31 $ 36 55 % 16 % Market data expenses 26 23 26 (12) % 13 % Instant withdrawals 1 7 20 (12) % 186 % Broker-dealer transaction expenses 31 32 16 3 % (50) % Customer statements 8 15 15 88 % — % SBC 5 7 9 40 % 29 % Q4 2022 Processing Error 57 — — NM NM Other 31 31 42 — % 35 % Total $ 179 $ 146 $ 164 (18) % 12 % Brokerage and transaction costs increased by $18 million primarily driven by a $13 million increase in expenses related to our instant withdrawals feature due to higher customer activities.
Biggest changeOperating Expenses (in millions, except for percentages) 2024 2025 2024 to 2025 % Change Operating expenses: Brokerage and transaction $ 164 $ 211 29 % Technology and development 818 897 10 % Operations 112 130 16 % Provision for credit losses 76 114 50 % Marketing 272 399 47 % General and administrative 455 628 38 % Total operating expenses $ 1,897 $ 2,379 Brokerage and Transaction (in millions) 2024 2025 2024 to 2025 % Change Employee compensation, benefits, and overhead $ 45 $ 60 33 % Market data expenses 26 34 31 % Instant withdrawals 22 33 50 % Other 71 84 18 % Total $ 164 $ 211 29 % Percent of total net revenues: 5 % 5 % Brokerage and transaction costs increased by $47 million primarily driven by an increase of $15 million in employee compensation, benefits, and overhead due to increased average headcount to continue to support the growth and expansion of our brokerage business.
For additional information, refer to Note 12 - Financing Activities and Off-Balance Sheet Risk to our consolidated financial statements in this Annual Report. Business Combinations We allocate the fair value of the purchase price to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values.
For additional information, refer to Note 11 - Financing Activities and Off-Balance Sheet Risk to our consolidated financial statements in this Annual Report. Business Combinations We allocate the fair value of the purchase price to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values.
Technology and Development Technology and development costs primarily consist of costs incurred to support and improve our platforms and develop new products, costs associated with computer hardware and software, including amortization of internally developed software, and compensation and benefits, including SBC, for engineering, data science, and design personnel, as well as allocated overhead.
Technology and Development Technology and development costs primarily consist of costs related to compensation and benefits, for engineering, data science, and design personnel, as well as allocated overhead, costs incurred to support and improve our platforms and develop new products, and costs associated with computer hardware and software, including amortization of internally developed software.
Share-based Compensation Market-Based RSUs We have granted RSUs that vest upon the satisfaction of all the following conditions: time-based service conditions, performance-based conditions, and market-based conditions (“Market-Based RSUs”). The time-based service condition for these awards is generally satisfied over six years. The performance-based conditions were satisfied upon the occurrence of an IPO.
Share-based Compensation Market-Based RSUs We have granted RSUs that vest upon the satisfaction of all the following conditions: time-based service conditions, performance-based conditions, and market-based conditions. The time-based service condition for these awards is generally satisfied over six years. The performance-based conditions were satisfied upon the occurrence of an IPO.
RHS and RHF compute net capital under the alternative method as permitted by the SEC Uniform Net Capital Rule. Our FCM subsidiary (RHD) is subject to CFTC Regulation 1.17, administered by the CFTC and the NFA, which requires the maintenance of minimum net capital, as defined by CFTC Regulation 1.17.
RHS and RHF compute net capital under the alternative method as permitted by the Net Capital Rule. Our FCM subsidiary, RHD, is subject to CFTC Regulation 1.17, administered by the CFTC and the NFA, which requires the maintenance of minimum net capital, as defined by CFTC Regulation 1.17.
We route 94 Table of Contents option and equity orders in priority to participating market makers that we believe are most likely to give our customers the best execution, based on historical performance (according to order price, trading symbol, availability of the market maker and, if statistically significant, order size), and, in the case of options, the likelihood of the order being filled is a factor as well.
We route option and equity orders in priority to participating market makers that we believe are most likely to give our customers the best execution, based on historical performance (according to order price, trading symbol, availability of the market maker and, if statistically significant, order size), and, in the case of options, the likelihood of the order being filled is a factor as well.
However, if the book value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Income Taxes We make significant judgments and estimates to determine any valuation allowance recorded against deferred tax assets.
However, if the book value of a reporting unit exceeds its fair value, an 118 Table of Contents impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Income Taxes We make significant judgments and estimates to determine any valuation allowance recorded against deferred tax assets.
Refer to Part II, Item 5 and Note 13 - Common Stock and Stockholders' Equity to our consolidated financial statements in this Annual Report for more information about the Repurchase Program.
Refer to Part II, Item 5 and Note 12 - Common Stock and Stockholders’ Equity to our consolidated financial statements in this Annual Report for more information about the Repurchase Program.
Robinhood Match Incentives We offer a match incentive on customers’ eligible contributions to their retirement accounts and, from time to time, an incentive on other transfers of assets to our platform. All match incentives are recognized as a reduction to revenue when earned. The matches are allocated to certain revenue categories on a proportional basis.
Robinhood Match Incentives We offer a match incentive on customers’ eligible contributions to their retirement accounts and, from time to time, an incentive on other transfers of assets to our platform. All match incentives are recognized 105 Table of Contents as a reduction to revenue when earned. The matches are allocated to certain revenue categories on a proportional basis.
General and Administrative General and administrative costs primarily consist of cash compensation and employee benefits, SBC, as well as allocated overhead for certain executives and employees engaged in legal, finance, human resources, risk, and compliance.
General and Administrative General and administrative costs primarily consist of compensation and employee benefits, as well as allocated overhead for certain executives and employees engaged in legal, finance, human resources, risk, and compliance.
The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and 107 Table of Contents subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.
The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.
In testing for goodwill impairment, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not 108 Table of Contents that the fair value of a reporting unit is less than its carrying amount.
In testing for goodwill impairment, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
Operating Expenses Brokerage and Transaction Brokerage and transaction costs primarily consist of cash compensation and employee benefits, SBC, as well as allocated overhead for employees engaged in clearing and brokerage functions, market data expenses, expenses related to our instant withdrawals feature, fees paid to centralized clearinghouses and regulatory fees, customer statement-related costs, and other brokerage and transaction costs such as costs related to our Cash Sweep and securities lending programs.
Operating Expenses Brokerage and Transaction Brokerage and transaction costs primarily consist of compensation and employee benefits, as well as allocated overhead for employees engaged in clearing and brokerage functions, market data expenses, expenses related to our instant withdrawals feature, and other brokerage and transaction costs such as costs related to our Cash Sweep and securities lending programs, customer statement-related costs, r egulatory fees and fees paid to centralized clearinghouses .
(5) Includes interest expenses related to our revolving credit facilities and the Trust borrowing; interest expense related to the Credit Card Funding Trust is included in the credit card, net interest yield calculation.
(5) Includes interest expenses related to our revolving credit facilities; interest expense related to the Credit Card Funding Trust is included in the credit card, net interest yield calculation.
Refer to Note 12 - Financing Activities and Off-Balance Sheet Risk to our consolidated financial statements in this Annual Report for further information.
Refer to Note 11 - Financing Activities and Off-Balance Sheet Risk to our consolidated financial statements in this Annual Report for further information.
Moreover, Adjusted EBITDA is a key measurement used by 93 Table of Contents our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.
Moreover, Adjusted EBITDA is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.
Regulatory Capital Requirements Our broker-dealer subsidiaries (RHF and RHS) are subject to the SEC Uniform Net Capital Rule, administered by the SEC and FINRA, which requires the maintenance of minimum net capital, as defined. 105 Table of Contents Net capital and the related net capital requirements may fluctuate on a daily basis.
Regulatory Capital Requirements Our broker-dealer subsidiaries (RHS, RHF, and TradePMR) are subject to the Net Capital Rule, administered by the SEC and FINRA, which requires the maintenance of minimum net capital, as defined. Net capital and the related net capital requirements may fluctuate on a daily basis.
The increase was offset by $43 million of match incentives paid to our customers . Equities revenues increased as a result of a 45% increase in the average Notional Trading Volume traded per trader and a 23% increase in the number of users placing equity trades.
The increase was offset by an $18 million increase of certain incentives paid to our customers. Equities revenues increased as a result of a 65% increase in the average Notional Trading Volume traded per trader and a 12% increase in the number of users placing equity trades.
For additional information, refer to Note 1 - Description of Business and Summary of Significant Accounting Policies to our consolidated financial statements in this Annual Report. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results might differ significantly from these estimates under different assumptions, judgments, or conditions.
For additional information, refer to Note 1 - Description of Business and Summary of Significant Accounting Policies to our consolidated financial statements in this Annual Report. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available.
Robinhood Credit collects interest from customers that carry balances and pays interest on the amount funded through the Credit Card Funding Trust, with the difference in those amounts resulting in net interest revenues. As of December 31, 2024, $202 million was off-balance sheet and $189 million was on-balance sh eet.
Robinhood Credit collects interest from customers that carry balances and pays interest on the amount funded through the Credit Card Funding Trust, with the difference in those amounts resulting in net interest revenues. As of December 31, 2025 , the off-balance sheet amount funded under the Program Agreement was $200 million and the on-balance sheet amount was $840 million.
Refer to Note 12 - Financing Activities and Off-Balance Sheet Risk to our consolidated financial statements in this Annual Report for more information. (3) Average balance rows represent the simple average of month-end balances in a given period.
Refer to Note 11 - Financing Activities and Off-Balance Sheet Risk to our consolidated financial statements in this Annual Report for more information. (3) Average balance rows represent the simple average of month-end balances in a given period. (4) Annual yield is calculated by dividing revenue for the given period by the applicable average asset balance.
Marketing Marketing costs primarily consist of paid marketing channels such as digital marketing and brand marketing, as well as cash compensation, and employee benefits, SBC, and allocated overhead for employees engaged in the marketing function.
Marketing Marketing costs primarily consist of paid marketing channels such as digital marketing and brand marketing, as well as compensation and employee benefits, and allocated overhead for employees engaged in the marketing function and other marketing costs such as costs related to our keynote events.
Repurchase Program On May 28, 2024, we announced that our board of directors approved the Repurchase Program authorizing us to repurchase up to $1 billion of our outstanding Class A common stock to return value to shareholders. As of December 31, 2024, we had made share repurchases of $257 million under the Repurchase Program.
Repurchase Program On May 28, 2024, we announced that our board of directors approved the Repurchase Program authorizing us to repurchase up to $1 billion of our outstanding Class A common stock to return value to shareholders.
Based on our current level of operations, we believe our primary sources of liquidity will be adequate to meet our current liquidity needs for the next 12 months. 104 Table of Contents Liquid Assets As of December 31, 2024, we had cash and cash equivalents of $4.33 billion, held-to-maturity investments of $398 million, and stablecoin of $361 million.
Based on our current level of operations, we believe our primary sources of liquidity will be adequate to meet our current liquidity needs for the next 12 months. Liquid Assets As of December 31, 2025, we had cash and cash equivalents of $4.3 billion and stablecoin of $152 million.
Revolving Credit Facilities and Credit Card Funding Trust As of December 31, 2024, we had a total of $3.00 billion in committed revolving credit facilities and a borrowing amount up to $300 million for our Credit Card Funding Trust.
Revolving Credit Facilities and Credit Card Funding Trust As of December 31, 2025, we had committed revolving credit facilities with a total borrowing capacity of $3.775 billion and a borrowing capacity for our Credit Card Funding Trust of up to $950 million.
See “Securities Borrowing and Lending” in Note 1 - Description of Business and Summary of Significant Accounting Policies to our consolidated financial statements in this Annual Report for further information.
See “Securities Borrowing 114 Table of Contents and Lending” in Note 1 - Description of Business and Summary of Significant Accounting Policies to our consolidated financial statements in this Annual Report for further information. Acquisitions We seek potential acquisitions to leverage existing capabilities and further build out our business.
Operations Operations costs consist of customer service related expenses, including cash compensation and employee benefits, SBC, as well as allocated overhead for employees engaged in customer support, and costs incurred to support and improve customer experience (such as third-party customer service vendors). 95 Table of Contents Provision for Credit Losses The provision for credit losses consists of expected credit losses related to credit card and brokerage products.
Operations Operations costs consist of customer service related expenses, including compensation and employee benefits, as well as allocated overhead for employees engaged in customer support, and costs incurred to support and improve customer experience (such as third-party customer service vendors).
In addition to total net revenues, net income (loss), and other results under GAAP, we utilize non-GAAP calculations of adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”).
In addition to total net revenues, net income (loss), and other results under GAAP, we utilize non-GAAP calculations of Adjusted EBITDA.
General and administrative costs also include legal expenses, other professional fees, business insurance, and real estate charges including impairments on our operating leases and leasehold improvements, lease terminations, and settlements and penalties. 96 Table of Contents Results of Operations The following table summarizes our consolidated statements of operations data: (in millions) Year Ended December 31, 2022 2023 2024 Revenues: Transaction-based revenues $ 814 $ 785 $ 1,647 Net interest revenues 424 929 1,109 Other revenues 120 151 195 Total net revenues 1,358 1,865 2,951 Operating expenses: (1) Brokerage and transaction 179 146 164 Technology and development 878 805 818 Operations 249 116 112 Provision for credit losses 36 43 76 Marketing 103 122 272 General and administrative 924 1,169 455 Total operating expenses 2,369 2,401 1,897 Other income (expense), net (16) 3 10 Income (loss) before income taxes (1,027) (533) 1,064 Provision for (benefit from) income taxes 1 8 (347) Net income (loss) $ (1,028) $ (541) $ 1,411 ____________________ (1) Includes SBC expense as follows: Year Ended December 31, (in millions) 2022 2023 2024 Brokerage and transaction $ 5 $ 7 $ 9 Technology and development 212 211 192 Operations 8 8 7 Marketing 4 5 8 General and administrative 425 640 88 Total SBC expense $ 654 $ 871 $ 304 97 Table of Contents Comparison of the Years Ended December 31, 2024 and 2023 A discussion of our results for fiscal year 2023 compared to fiscal year 2022 can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations — Comparison of the Years Ended December 31, 2023 and 2022” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024.
General and administrative costs also include legal expenses, other professional fees, as well as other general and administrative costs such as costs related to business insurance, and real estate charges including impairments on our operating leases and leasehold improvements, lease terminations, and settlements and penalties. 106 Table of Contents Results of Operations The following table summarizes our consolidated statements of operations data: (in millions) Year Ended December 31, 2024 2025 Revenues: Transaction-based revenues $ 1,647 $ 2,628 Net interest revenues 1,109 1,514 Other revenues 195 331 Total net revenues 2,951 4,473 Operating expenses (1) : Brokerage and transaction 164 211 Technology and development 818 897 Operations 112 130 Provision for credit losses 76 114 Marketing 272 399 General and administrative 455 628 Total operating expenses 1,897 2,379 Other income, net 10 14 Income before income taxes 1,064 2,108 Provision for (benefit from) income taxes (347) 225 Net income $ 1,411 $ 1,883 Net income (loss) attributable to non-controlling interest — — Net income attributable to Robinhood $ 1,411 $ 1,883 ____________________ (1) Includes SBC expense as follows: Year Ended December 31, (in millions) 2024 2025 Brokerage and transaction 9 10 Technology and development 192 159 Operations 7 6 Marketing 8 8 General and administrative 88 122 Total SBC expense $ 304 $ 305 107 Table of Contents Comparison of the Years Ended December 31, 2025 and 2024 A discussion of our results for fiscal year 2024 compared to fiscal year 2023 can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations — Comparison of the Years Ended December 31, 2024 and 2023” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 18, 2025.
Allowance for Credit Losses The amount of the allowance for credit losses represents management’s estimate of expected credit losses over the remaining expected life of our financial assets measured at amortized cost considering available information from internal and external sources.
Actual results might differ significantly from these estimates under different assumptions, judgments, or conditions. 117 Table of Contents Allowance for Credit Losses The amount of the allowance for credit losses represents management’s estimate of expected credit losses over the remaining expected life of our financial assets measured at amortized cost considering available information from internal and external sources.
Refer to Note 12 - Financing Activities and Off-Balance Sheet Risk to our consolidated financial statements in this Annual Report for more information. 100 Table of Contents Other Revenues Year Ended December 31, (in millions, except for percentages) 2022 2023 2024 2022 to 2023 % Change 2023 to 2024 % Change Other revenues: Gold subscription revenues $ 68 $ 75 $ 109 10% 45% Proxy revenues 44 61 60 39% (2)% Other 8 15 26 88% 73% Total other revenues $ 120 $ 151 $ 195 26% 29% Other revenues as a % of total net revenues: Gold subscription revenues 5% 4% 4% Proxy revenues 3% 3% 2% Other 1% 1% 1% Total other revenues 9% 8% 7% Other revenues increased by $44 million primarily driven by increased Gold subscription revenues of $34 million due to an increase in Gold Subscribers.
Refer to Note 11 - Financing Activities and Off-Balance Sheet Risk to our consolidated financial statements in this Annual Report for more information. 110 Table of Contents Other Revenues Year Ended December 31, Year Ended December 31, (in millions, except for percentages) 2024 2025 2024 to 2025 % Change 2024 2025 Other revenues: % of total net revenues Gold subscription revenues $ 109 $ 179 64% 4 % 4 % Proxy revenues 60 63 5% 2 % 1 % Other 26 89 242% 1 % 2 % Total other revenues $ 195 $ 331 70% 7 % 7 % Other revenues increased by $136 million primarily driven by increased Gold subscription revenues of $70 million due to an increase in Gold Subscribers.
For credit card related, we have two types of provision for credit losses: i) one related to off-balance sheet credit card principal receivables, and ii) one related to on-balance sheet purchased credit card and interest receivables. Brokerage-related provision for credit losses primarily relates to unsecured balances of receivables from users due to Fraudulent Deposit Transactions and losses on margin lending.
Brokerage-related provision for credit losses primarily relates to unsecured balances of receivables from users due to Fraudulent Deposit Transactions and losses on margin lending.
We determined the requisite service period by comparing the derived service period to 109 Table of Contents achieve the market-based condition and the explicit time-based service period, using the longer of the two service periods as the requisite service period.
We determined the requisite service period by comparing the derived service period to achieve the market-based condition and the explicit time-based service period, using the longer of the two service periods as the requisite service period. Recent Accounting Pronouncements Refer to Note 2 - Recent Accounting Pronouncements to our consolidated financial statements in this Annual Report. 119 Table of Contents
We anticipate any potential future rate cuts by the Federal Reserve will have a similar impact. 99 Table of Contents The following table summarizes interest-earning assets, the revenue generated by these assets, and their respective annual yields: (in millions, except for annual yield) Margin Book Cash and deposits (1) Cash Sweep (off-balance sheet) Credit card, net (2) Total interest-earning assets Securities lending, net Interest expenses related to credit facilities (5) Total net interest revenues Year ended December 31, 2024 December 31, 2024 $ 7,909 $ 9,943 $ 26,064 $ 391 $ 44,307 December 31, 2023 3,458 10,107 16,352 205 30,122 Average (3) 5,082 10,252 21,352 261 36,947 Revenue (expense) 319 517 179 24 $ 1,039 $ 94 $ (24) $ 1,109 Annual yield (4) 6.28 % 5.04 % 0.84 % 9.20 % 2.81 % 3.00 % Year ended December 31, 2023 December 31, 2023 $ 3,458 $ 10,107 $ 16,352 205 $ 30,122 December 31, 2022 3,089 9,530 5,837 N/A 18,456 Average (3) 3,302 9,979 11,348 197 24,826 Revenue (expense) 243 498 123 9 $ 873 $ 79 $ (23) $ 929 Annual yield (4) 7.36 % 4.99 % 1.08 % N/A 3.52 % 3.74 % Year ended December 31, 2022 December 31, 2022 $ 3,089 $ 9,530 $ 5,837 N/A $ 18,456 December 31, 2021 6,467 10,600 2,095 N/A 19,162 Average (3) 4,519 9,931 2,920 N/A 17,370 Revenue (expense) 177 160 22 N/A $ 359 $ 89 $ (24) $ 424 Annual yield (4) 3.92 % 1.61 % 0.75 % N/A 2.07 % 2.44 % _______________ (1) Includes cash and cash equivalents, cash, cash equivalents, and securities segregated under federal and other regulations, deposits with clearing organizations, and investments.
We anticipate any potential future rate cuts by the Federal Reserve will negatively impact our net interest revenues and adversely affect our customers’ returns on cash deposits. 109 Table of Contents The following table summarizes interest-earning assets, the revenue generated by these assets, and their respective annual yields: (in millions, except for annual yield) Margin Book Cash and deposits (1) Cash Sweep (off-balance sheet) Credit card, net (2) Total interest-earning assets Securities lending, net Interest expenses related to credit facilities (5) Other Total net interest revenues Year ended December 31, 2025 December 31, 2025 $ 16,823 $ 10,995 $ 32,786 $ 1,040 $ 61,644 — December 31, 2024 7,909 9,943 26,064 391 44,307 Average (3) 11,431 12,226 30,912 631 55,200 Revenue (expense) 573 486 229 64 $ 1,352 $ 190 $ (32) $ 4 $ 1,514 Annual yield (4) 5.01 % 3.98 % 0.74 % 10.14 % 2.45 % 2.74 % Year ended December 31, 2024 December 31, 2024 $ 7,909 $ 9,943 $ 26,064 $ 391 $ 44,307 December 31, 2023 3,458 10,107 16,352 205 30,122 Average (3) 5,082 10,252 21,352 261 36,947 Revenue (expense) 319 517 179 24 $ 1,039 $ 94 $ (24) $ — $ 1,109 Annual yield (4) 6.28 % 5.04 % 0.84 % 9.20% 2.81 % 3.00 % _______________ (1) Includes cash and cash equivalents, restricted cash, segregated cash, cash equivalents, securities under federal and other regulations, deposits with clearing organizations, and investments.
We incur interest expenses in connection with our revolving credit facilities and borrowings by the Credit Card Funding Trust. Other Revenues Other revenues primarily consists of Robinhood Gold subscription fees, proxy revenues, advertising revenues, and ACATS fees charged to users for facilitating the transfer of part or all of assets in their accounts to another broker-dealer.
Other Revenues Other revenues primarily consists of Robinhood Gold subscription fees, proxy revenues, digital asset listing fees, selling concession revenues, advertising revenues, and ACATS fees charged to users for facilitating the transfer of part or all of assets in their accounts to another broker-dealer.
The increase was offset by $10 million of match incentives paid to our customers. 98 Table of Contents Net Interest Revenues Year Ended December 31, (in millions, except for percentages) 2022 2023 2024 2022 to 2023 % Change 2023 to 2024 % Change Net interest revenues: Margin interest $ 177 $ 243 $ 319 37 % 31 % Interest on segregated cash, cash equivalents, securities, and deposits 57 210 261 268 % 24 % Interest on corporate cash and investments 103 288 256 180 % (11) % Cash Sweep 22 123 179 459 % 46 % Securities lending, net 89 79 94 (11) % 19 % Credit card, net — 9 24 NM 167 % Interest expenses related to credit facilities (24) (23) (24) (4) % 4 % Total net interest revenues $ 424 $ 929 $ 1,109 119 % 19 % Net interest revenues as a % of total net revenues: Margin interest 13% 13% 11% Interest on corporate cash and investments 7% 16% 9% Interest on segregated cash, cash equivalents, securities, and deposits 4% 11% 9% Cash Sweep 2% 7% 6% Securities lending, net 7% 4% 3% Credit card, net —% —% 1% Interest expenses related to credit facilities (2)% (1)% (1)% Total net interest revenues 31% 50% 38% Net interest revenues increased by $180 million, driven by growth in most of our interest-earning asset balances except for corporate cash and investments.
The increase was offset by a $14 million increase of certain match incentives paid to our customers. 108 Table of Contents Net Interest Revenues Year Ended December 31, Year Ended December 31, (in millions, except for percentages) 2024 2025 2024 to 2025 % Change 2024 2025 Net interest revenues: % of total net revenues Margin interest $ 319 $ 573 80 % 11% 13% Interest on segregated cash, cash equivalents, securities, and deposits 261 319 22 % 9% 8% Interest on corporate cash and investments 256 167 (35) % 9% 4% Cash Sweep 179 229 28 % 6% 5% Securities lending, net 94 190 102 % 3% 4% Credit card, net 24 64 167 % 1% 1% Interest expenses related to credit facilities (24) (32) 33 % (1)% (1)% Other — 4 NM —% —% Total net interest revenues $ 1,109 $ 1,514 37 % 38 % 34 % Net interest revenues increased by $405 million, primarily driven by growth in our interest-earning asset balances and securities lending activities.
These primarily relate to commitments for cloud infrastructure and data services and business insurance. (2) Robinhood match incentives commitments represent non-cancelable future match payments on eligible cash deposits made by Robinhood Gold users . The future match payments are forfeited if deposits are not held on the platform during the specific earning period.
(2) Purchase commitments are determined based on the non-cancelable quantities or termination amounts to which we are contractually obligated. These primarily relate to commitments for cloud infrastructure, data services, and business insurance. (3) Robinhood match incentives commitments represent non-cancelable future match payments on eligible cash deposits made by Robinhood Gold Subscribers .
Cryptocurrencies revenues increased as a result of a 77% increase in the average Notional Trading Volume traded per trader and a 72% increase in the number of users placing cryptocurrency trades. In addition, cryptocurrencies revenues benefited from a higher rebate rate from crypto market makers (a rebate increase was effective in May 2024).
Cryptocurrencies revenues increased primarily due to higher cryptocurrency rebate rates from crypto market makers and a 6% increase in the number of users placing cryptocurrency trades, partially offset by 9% decrease in the average Notional Trading Volume traded per trader. In addition, cryptocurrencies revenues benefited from our acquisition of Bitstamp.
The market-based conditions are satisfied upon our achievement of specified share prices. For market-based awards, we determined the grant-date fair value utilizing a Monte Carlo valuation model, which incorporates various assumptions including expected stock price volatility, expected term, risk-free interest rates, expected date of an IPO, and expected capital raise percentage.
For market-based awards, we determined the grant-date fair value utilizing a Monte Carlo valuation model, which incorporates various assumptions including expected stock price volatility, expected term, and risk-free interest rates. We record SBC expense for market-based equity awards on an accelerated attribution method over the requisite service period, and only if performance-based conditions are considered probable to be satisfied.
We earn interest revenues on margin loans to users, segregated cash, cash equivalents, and securities, deposits with clearing organizations, corporate cash and investments, Cash Sweep, and carried customer credit card balances. We also earn and incur interest revenues and expenses on securities lending transactions.
Commissions are recognized on a trade-date basis as this is when the performance obligation is satisfied. Net Interest Revenues Net interest revenues consist of interest revenues less interest expenses. We earn interest revenues on margin loans to users, segregated cash, cash equivalents, and securities, deposits with clearing organizations, corporate cash and investments, Cash Sweep, and carried customer credit card balances.
Key Performance Metrics Key performance metrics for the relevant periods were as follows: Year Ended December 31, 2022 2023 2024 Funded Customers (1) (in millions) 23.0 23.4 25.2 AUC (2) (in billions) $ 62.2 $ 102.6 $ 192.9 Net Deposits (in billions) $ 18.4 $ 17.1 $ 50.5 Growth Rate with respect to Net Deposits 19% 27% 49% ARPU (in dollars) $ 60 $ 80 $ 122 Gold Subscribers (in millions) 1.14 1.42 2.64 _______________ (1) The following table describes the annual changes within Funded Customers: Year Ended December 31, (in millions) 2022 2023 2024 Beginning Funded Customers 22.7 23.0 23.4 New Funded Customers 1.3 1.1 2.2 Resurrected Customers 0.2 0.2 0.5 Churned Customers (1.2) (0.9) (0.9) Ending Funded Customers 23.0 23.4 25.2 92 Table of Contents (2) The following table sets out the components of AUC by type of asset: Year Ended December 31, (in billions) 2022 2023 2024 Equities $ 45.8 $ 69.4 $ 130.6 Cryptocurrencies 8.4 14.7 35.2 Options and futures (2) 0.3 0.6 1.8 Cash held by Customers 10.8 21.3 33.3 Receivables from Customers (primarily margin balances) (3.1) (3.4) (8.0) AUC $ 62.2 $ 102.6 $ 192.9 _______________ (2) Futures consists of futures, options on futures, and swaps, including event contracts, which we launched during the fourth quarter of 2024.
Both pending acquisitions are subject to customary closing conditions, including regulatory approvals. 102 Table of Contents Key Performance Metrics Key performance metrics for the relevant periods were as follows: Year Ended December 31, 2024 2025 Funded Customers (1) (in millions) 25.2 27.0 Total Platform Assets (2) (in billions) $ 192.9 $ 322.1 Net Deposits (in billions) $ 50.5 $ 68.1 Growth Rate with respect to Net Deposits 49% 35% ARPU (in dollars) $ 122 $ 171 Robinhood Gold Subscribers (in millions) 2.64 4.18 _______________ (1) The following table describes the annual changes within Funded Customers: Year Ended December 31, (in millions) 2024 2025 Beginning Funded Customers 23.4 25.2 New Funded Customers 2.2 2.5 Resurrected Customers 0.5 0.4 Acquired customers — 0.6 Churned Customers (0.9) (1.7) Ending Funded Customers 25.2 27.0 (2) The following table sets out the components of Total Platform Assets by type of asset: Year Ended December 31, (in billions) 2024 2025 Equities $ 130.6 $ 212.0 Cryptocurrencies 35.2 38.2 Options and futures 1.8 2.8 RIA assets — 42.5 Cash held by Customers 33.3 43.4 Receivables from Customers (primarily margin balances) (8.0) (16.8) Total Platform Assets $ 192.9 $ 322.1 The following table describes the changes within Total Platform Assets: Year Ended December 31, (in billions) 2024 2025 Beginning Total Platform Assets $ 102.6 $ 192.9 Acquired assets — 51.8 Net Deposits 50.5 68.1 Net market gains 39.8 9.3 Ending Total Platform Assets $ 192.9 $ 322.1 Subsequent to the release of our preliminary earnings results for the fourth quarter and full year 2025 on February 10, 2026, December 2025 Total Platform Assets were revised to reflect final crypto pricing data. 103 Table of Contents Non-GAAP Financial Measures Adjusted EBITDA We collect and analyze operating and financial data to evaluate the health of our business, allocate our resources and assess our performance.
The table below summarizes the net capital, capital requirements and excess net capital of RHS, RHF, and RHD as of periods presented: December 31, 2024 (in millions) Net Capital Required Net Capital Net Capital in Excess of Required Net Capital RHS $ 2,540 $ 178 $ 2,362 RHF 248 0.25 248 RHD 40 1 39 As of December 31, 2024, these subsidiaries were in compliance with their respective regulatory capital requirements.
Net capital and the related net capital requirements may fluctuate on a daily basis. 115 Table of Contents The table below summarizes the net capital, capital requirements and excess net capital of RHS, RHF, RHD, and TradePMR as of periods presented: December 31, 2025 (in millions) Net Capital Required Net Capital Net Capital in Excess of Required Net Capital RHS $ 3,532 $ 373 $ 3,159 RHF 210 0.25 210 RHD 180 10 170 TradePMR 13 0.25 13 As of December 31, 2025, these subsidiaries were in compliance with their respective regulatory capital requirements.
Commitments The following table summarizes our short- and long-term material cash requirements for contractual obligations as of December 31, 2024: Payments Due by Period (in millions) Total 2025-2026 2027-2028 2029 Thereafter Operating lease commitments $ 189 $ 56 $ 50 $ 23 $ 60 Purchase commitments (1) 637 601 35 1 — Robinhood match incentives commitments (2) 142 142 — — — Credit Card Funding Trust borrowing principal and interest 131 131 — — — Total $ 1,099 $ 930 $ 85 $ 24 $ 60 _______________ (1) Purchase commitments are determined based on the non-cancelable quantities or termination amounts to which we are contractually obligated.
Commitments The following table summarizes our short- and long-term material cash requirements for contractual obligations as of December 31, 2025: Payments Due by Period (in millions) Total 2026 2027-2028 2029-2030 Thereafter Operating lease commitments (1) $ 334 $ 35 $ 90 $ 83 $ 126 Purchase commitments (2) 512 398 110 4 — Robinhood match incentives commitments (3) 39 39 — — — Credit Card Funding Trust borrowing principal and interest 602 602 — — — Total $ 1,487 $ 1,074 $ 200 $ 87 $ 126 _______________ (1) Operating lease commitments include tenant improvement allowance incentives amortized over the lease terms from 2025 to 2026.
Revenues Transaction-Based Revenues Year Ended December 31, (in millions, except for percentages) 2022 2023 2024 2022 to 2023 % Change 2023 to 2024 % Change Transaction-based revenues Options $ 488 $ 505 $ 760 3 % 50 % Cryptocurrencies 202 $ 135 626 (33) % 364 % Equities 117 $ 104 177 (11) % 70 % Other 7 $ 41 84 486 % 105 % Total transaction-based revenues $ 814 $ 785 $ 1,647 (4) % 110 % Transaction-based revenues as a % of total net revenues: Options 36% 27% 26% Cryptocurrencies 15% 7% 21% Equities 9% 6% 6% Other —% 2% 3% Total transaction-based revenues 60 % 42 % 56 % Transaction-based revenues increased by $862 million primarily driven by increases of $491 million in cryptocurrencies, $255 million in options, and $73 million in equities.
Revenues Transaction-Based Revenues Year Ended December 31, Year Ended December 31, (in millions, except for percentages) 2024 2025 2024 to 2025 % Change 2024 2025 Transaction-based revenues % of total net revenues Options $ 760 $ 1,123 48 % 26% 25% Cryptocurrencies 626 901 44 % 21% 20% Equities 177 302 71 % 6% 7% Other 84 302 260 % 3% 7% Total transaction-based revenues $ 1,647 $ 2,628 60 % 56 % 59 % Transaction-based revenues increased by $981 million primarily driven by increases of $363 million in options, $275 million in cryptocurrencies, and $125 million in equities.
For cryptocurrency orders, we route to market makers based on price and availability of the cryptocurrency from the market maker. Net Interest Revenues Net interest revenues consist of interest revenues less interest expenses.
For cryptocurrency orders, we route to market makers based on price and availability of the cryptocurrency from the market maker. We also earn transaction-based revenues from commissions. Acting as an agent, we facilitate purchases and sales of event contracts and futures on behalf of users.
The following table presents a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income (loss): Year Ended December 31, (in millions) 2022 2023 2024 Net income (loss) $ (1,028) $ (541) $ 1,411 Add: Interest expenses related to credit facilities 24 23 24 Provision for (benefit from) income taxes 1 8 (347) Depreciation and amortization 61 71 77 EBITDA (non-GAAP) (942) (439) 1,165 Add: SBC 2021 Founders Award Cancellation — 485 — SBC Excluding 2021 Founders Award Cancellation (1) 654 386 304 Significant legal and tax settlements and reserves (2) 20 104 (40) Restructuring charges (3) 105 — — Q4 2022 Processing Error (4) 57 — — Impairment of Ziglu equity securities (5) 12 — — Adjusted EBITDA (non-GAAP) $ (94) $ 536 $ 1,429 _______________ (1) For the year ended December 31, 2022, SBC excluding 2021 Founders Award Cancellation benefited from restructuring-related net reversals of previously recognized expense of $77 million in connection with both the April 2022 Restructuring and August 2022 Restructuring.
The following table presents a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income: Year Ended December 31, (in millions) 2024 2025 Net income $ 1,411 $ 1,883 Add: Interest expenses related to credit facilities 24 32 Provision for (benefit from) income taxes (347) 225 Depreciation and amortization 77 86 EBITDA (non-GAAP) 1,165 2,226 Add: SBC 304 305 Significant legal and tax settlements and reserves (1) (40) — Unrealized gains in non-marketable equity securities (2) — (9) Adjusted EBITDA (non-GAAP) $ 1,429 $ 2,522 _______________ (1) For the year ended December 31, 2024, significant legal and tax settlements and reserves included a $55 million benefit due to a reversal of an accrual as part of a regulatory settlement.
O ptions revenues increased due to a 29% increase in the number of users placing option trades and a 43% increase in Options Contracts Traded. In addition, we experienced higher option rebate rates due to the mix of ticker symbols traded as different ticker symbols pay different rebate rates.
In addition, other transaction-based revenues increased by $218 million primarily driven by increased user activities in Prediction Markets and instant withdrawals. O ptions revenues increased primarily due to higher option rebate rates due to the mix of ticker symbols traded as different ticker symbols pay different rebate rates.
In addition, settlements and penalties expenses decreased $155 million primarily due to a $55 million reversal of an accrual as part of a regulatory settlement.
In addition, other general and administrative expenses increased $73 million primarily due to a $55 million reversal of an accrual as part of a regulatory settlement in the prior year and an increase in expenses to support business expansion. Other professional fees increased $17 million primarily due to costs incurred in relation to business expansion.
Net income included the impact of: ◦ a $369 million deferred tax benefit, primarily from the release of the Company's valuation allowance on most of its net deferred tax assets; ◦ a $55 million benefit due to a reversal of an accrual as part of a regulatory settlement. ◦ The year ended December 31, 2023 included an expense of $485 million from the 2021 Founders Award Cancellation (the “2021 Founders Award Cancellation”); • total operating expenses decreased 21% to $1.90 billion compared to $2.40 billion; ◦ SBC expense decreased 65% to $304 million compared to $871 million; • Adjusted EBITDA (non-GAAP) increased 167% to $1.43 billion compared to $0.54 billion ; • Funded Customers increased 8% to 25.2 million compared to 23.4 million and Investment Accounts increased by 10% to 26.2 million compared to 23.8 million; • AUC increased 88% to $192.9 billion compared to $102.6 billion, driven by continued Net Deposits and higher equity and cryptocurrency valuations; • Net Deposits were $50.5 billion, which translates to a growth rate of 49% relative to AUC at the end of the fourth quarter of 2023, compared to $17.1 billion, which translates to a growth rate of 27% relative to AUC at the end of the fourth quarter of 2022; • ARPU increased 53% to $122 compared to $80; and • Gold Subscribers increased 86% to 2.64 million compared to 1.42 million.
Financial Results and Performance With respect to the year ended December 31, 2025, as compared to the year ended December 31, 2024: • total net revenues increased 52% to $4.47 billion compared to $2.95 billion; • net income increased 33% to $1.88 billion compared to $1.41 billion; • diluted EPS increased 31% to $2.05 compared to $1.56; 101 Table of Contents • total operating expenses increased 25% to $2.38 billion compared to $1.90 billion; • Adjusted EBITDA (non-GAAP) increased 76% to $2.52 billion compared to $1.43 billion; • Funded Customers increased by 1.8 million, 7%, to 27.0 million compared to 25.2 million and Investment Accounts increased by 2.2 million , 8%, to 28.4 million compared to 26.2 million; • Total Platform Assets increased 67% to $322.1 billion (1) compared to $192.9 billion , driven by continued Net Deposits, acquired assets, and higher equity valuations ; • Net Deposits were $68.1 billion , which translates to a growth rate of 35% relative to Total Platform Assets at the end of the fourth quarter of 2024, compared to $50.5 billion , which translates to a growth rate of 49% relative to Total Platform Assets at the end of the fourth quarter of 2023; • ARPU increased 40% to $171 compared to $122 ; and • Robinhood Gold Subscribers increased 58% to 4.18 million compared to 2.64 million.
Other brokerage and transaction costs increased $11 million also primarily driven by higher customer activities in our Cash Sweep and securities lending programs. Additionally, employee compensation, benefits, and overhead increased by $5 million due to increased average headcount to continue support of our brokerage business.
Other marketing costs increased $27 million primarily related to our keynote events. Additionally, employee compensation, benefits, and overhead increased $9 million due to increased average headcount to support the expansion of our business.
(5) Partially as a result of the termination of the stock purchase agreement, the advances made to Ziglu accounted for as non-marketable equity securities were impaired to a carrying value of zero. Key Components of Our Results of Operations Revenues Transaction-Based Revenues Transaction-based revenues consist of amounts earned from routing customer orders for options, cryptocurrencies, and equities to market makers.
(2) For the year ended December 31, 2025, unrealized gains in non-marketable equity securities primarily related to investments held by Robinhood Ventures Fund I. 104 Table of Contents Key Components of Our Results of Operations Revenues Transaction-Based Revenues Transaction-based revenues consist of amounts earned from routing customer orders for options, cryptocurrencies, and equities to market makers.
Provision for (Benefit from) Income Taxes Year Ended December 31, (in millions) 2022 2023 2024 2022 to 2023 % Change 2023 to 2024 % Change Provision for (benefit from) income taxes $ 1 $ 8 $ (347) 700 % NM Benefit from income taxes increased by $355 million primarily due to a $369 million deferred tax benefit, primarily from the valuation allowance release on the U.S. federal and certain state deferred tax assets.
Provision for (Benefit from) Income Taxes (in millions) 2024 2025 2024 to 2025 % Change Provision for (benefit from) income taxes $ (347) $ 225 NM Provision for income taxes increased by $572 million primarily due to the benefits from the valuation release of the U.S. federal and certain state deferred tax assets in the fourth quarter of 2024 and the growth of the business. 113 Table of Contents Liquidity and Capital Resources Sources and Uses of Funds Our principal sources of liquidity are cash flows generated from operations, and our cash, cash equivalents, investments, and stablecoin.
Marketing Year Ended December 31, (in millions) 2022 2023 2024 2022 to 2023 % Change 2023 to 2024 % Change Digital marketing $ 21 $ 39 $ 119 86 % 205 % Brand marketing 14 21 45 50 % 114 % Employee compensation, benefits, and overhead, excluding SBC 26 22 33 (15) % 50 % Marketing incentives 11 7 16 (36) % 129 % Creative services 14 10 12 (29) % 20 % SBC 4 5 8 25 % 60 % Other marketing 13 18 39 38 % 117 % Total $ 103 $ 122 $ 272 18 % 123 % Marketing costs increased by $150 million primarily due to higher expenses in digital marketing of $80 million, brand marketing of $24 million, and other marketing of $21 million, as we increased our investments in paid marketing channels and other marketing initiatives to promote our brand, products, and services.
Provision for credit losses (in millions) 2024 2025 2024 to 2025 % Change Provision for credit losses - credit card related $ 55 $ 86 56 % Provision for credit losses - brokerage related 21 28 33 % Total $ 76 $ 114 50 % Percent of total net revenues: 3 % 3 % Provision for credit losses cost increased by $38 million primarily due to a $31 million increase in credit card related provision for credit losses mainly due to higher balances in purchased credit card receivables . 112 Table of Contents Marketing (in millions) 2024 2025 2024 to 2025 % Change Digital marketing $ 119 $ 177 49 % Brand marketing 45 78 73 % Employee compensation, benefits, and overhead 41 50 22 % Other marketing 67 94 40 % Total $ 272 $ 399 47 % Percent of total net revenues: 9 % 9 % Marketing costs increased by $127 million primarily due to higher expenses in digital marketing of $58 million and brand marketing of $33 million as we increased our investments in paid marketing channels and other marketing initiatives to promote our brand, products, and services.
Remaining SBC related to the Market-Based RSUs was fully recorded over the remaining derived requisite service period by December 31, 2024. Previously recognized SBC related to the Market-Based RSUs will not be reversed even if the specified share prices are not achieved.
The market-based conditions are satisfied upon our achievement of specified share prices. As of December 31, 2024, SBC expense related to the Market-Based RSUs was fully recognized and as of December 31, 2025, all Market-Based RSUs were fully vested.
Technology and Development Year Ended December 31, (in millions) 2022 2023 2024 2022 to 2023 % Change 2023 to 2024 % Change Employee compensation, benefits, and overhead, excluding SBC $ 367 $ 308 $ 287 (16) % (7) % SBC 212 211 192 — % (9) % Cloud infrastructure services 175 149 189 (15) % 27 % Software and tools 105 114 123 9 % 8 % Other 19 23 27 21 % 17 % Total $ 878 $ 805 $ 818 (8) % 2 % Technology and development costs increased by $13 million primarily due to increases of $40 million in cloud infrastructure expenses and $9 million in software and tools to meet increased capacity requirements for our platforms to support higher trading volumes.
Additionally, market data expenses increased $8 million primarily due to higher trading volumes. 111 Table of Contents Technology and Development (in millions) 2024 2025 2024 to 2025 % Change Employee compensation, benefits, and overhead $ 479 $ 485 1 % Cloud infrastructure services 189 211 12 % Software and tools 123 156 27 % Other 27 45 67 % Total $ 818 $ 897 10 % Percent of total net revenues: 28% 20% Technology and development costs increased by $79 million primarily due to increases of $33 million in software and tools and $22 million in cloud infrastructure expenses primarily driven by acquisitions and the continued growth and expansion of our business.
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Key Performance Metrics In addition to the measures presented in our consolidated financial statements, we use the following key performance metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions. • Funded Customers: We define a Funded Customer as a unique person who has at least one account with a Robinhood entity and, within the past 45 calendar days (a) had an account balance that was greater than zero (excluding amounts that are deposited into a Funded Customer account by the Company with no action taken by the unique person) or (b) completed a transaction using any such account.
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Overview Robinhood was founded on the belief that everyone should be welcome to participate in our financial system. We are creating modern financial services platforms for everyone, regardless of their wealth, income, or background. Our mission is to democratize finance for all.
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Individuals who share a funded joint investing account (which launched in July 2024) are each considered to be a Funded Customer. • Assets Under Custody (“AUC”) : We define AUC as the sum of the fair value of all equities, options, cryptocurrency, futures (including options on futures, swaps, and event contracts), and cash held by users in their accounts, net of receivables from users, as of a stated date or period end on a trade date basis.
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We use technology to provide access to the financial system in a way that is simple and convenient for our customers. We believe investing should be familiar and welcoming, with a simple design and an intuitive interface, so that customers are empowered to achieve their goals.
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Net Deposits and net market gains (losses) drive the change in AUC in any given period. • Net Deposits: We define Net Deposits as all cash deposits and asset transfers from customers, as well as dividends, interest, and cash or assets earned in connection with Company promotions (such as account transfer and retirement match incentives and free stock bonuses) received by customers, net of reversals, customer cash withdrawals, margin interest, Gold subscription fees, and assets transferred off of our platforms for a stated period.
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We started with a revolutionary, bold brand and design in the Robinhood app which makes investing approachable for millions. Over the last decade, we have disrupted and changed the industry, becoming the first U.S. retail broker to offer commission-free stock trading with no account minimums, which was subsequently adopted by the rest of the industry.
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Prior to the second quarter of 2024, Net Deposits did not include inflows from cash or assets earned in connection with Company promotions and prior to January 2024, Net Deposits did not include inflows from dividends and interest or outflows from Robinhood Gold subscription fees and margin interest, although we have not restated amounts in prior periods as the impact to those figures was immaterial. 89 Table of Contents • Average Revenue Per User (“ARPU”) : We define ARPU as total revenue for a given period divided by the average number of Funded Customers on the last day of that period and the last day of the immediately preceding period. • Gold Subscribers: We define a Gold Subscriber as a unique person who has at least one account with a Robinhood entity and who, as of the end of the relevant period (a) is subscribed to Robinhood Gold and (b) has made at least one Robinhood Gold subscription fee payment.
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In recent years, we have continued to build relationships with our customers by introducing new products and diversifying our services that further expand access to the financial system, including focusing on products and tools for more seasoned investors.
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Glossary Terms • Automated Customer Account Transfer Service (“ACATS”) : A system that automates and standardizes procedures for the transfer of assets in a customer account from one brokerage firm and/or bank to another. • Cash Sweep : We define Cash Sweep as the period-end total amount of participating users’ uninvested brokerage cash that has been automatically “swept” or moved from their brokerage accounts into deposits for their benefit at a network of program banks.
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Through these efforts, we believe we have made investing culturally relevant and understandable, and that our platforms are enabling our customers to become long-term investors and take greater control of their finances.
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Robinhood earns a net interest spread on Cash Sweep balances based on the interest rate offered by the banks less the interest rate given to users as stated in our program terms. • Churned Customers: A Funded Customer is considered “Churned” if it was ever a New Funded Customer whose account balance (measured as the fair value of assets in the account less any amount due from the user and excluding amounts that are deposited into a Funded Customer account by the Company with no action taken by the unique person) drops to or below zero and has not completed a transaction using any account with a Robinhood entity for at least 45 consecutive calendar days.
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For more information about Adjusted EBITDA, including the definition and limitations of such measure, and a reconciliation of net income (loss) to Adjusted EBITDA, please see “—Non-GAAP Financial Measures.” (1) Subsequent to the release of our preliminary earnings results for the fourth quarter and full year 2025 on February 10, 2026, December 2025 Total Platform Assets were revised to reflect final crypto pricing data.
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Negative balances typically result from Fraudulent Deposit Transactions (which occur when users initiate deposits into their accounts, make trades on our platforms using a short-term extension of credit from us, and then repatriate or reverse the deposits, resulting in a loss to us of the credited amount) and unauthorized debit card use, and less often, from margin loans. • Growth Rate with respect to Net Deposits: Growth rate is calculated as aggregate Net Deposits over a specified 12 month period, divided by AUC for the fiscal quarter that immediately precedes such 12 month period. • Investment Accounts: We define an Investment Account as a funded individual brokerage account, a funded joint investing account, or a funded individual retirement account (“IRA”).
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Recent Developments 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 in January 2026. Following closing, Rothera renamed MIAXdx to Rothera E&C.
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As of December 31, 2024 , a Funded Customer can have up to four Investment Accounts - individual brokerage account, joint investing account (which launched in July 2024), traditional IRA, and Roth IRA. • Margin Book: We define Margin Book as our period-end aggregate outstanding margin loan balances receivable (i.e., the period-end total amount we are owed by customers on loans made for the purchase of securities, supported by a pledge of assets in their margin-enabled brokerage accounts). • New Funded Customers: We define a New Funded Customer as a unique person who became a Funded Customer for the first time during the relevant period. • Notional Trading Volume: We define Notional Trading Volume for any specified asset class as the aggregate dollar value (purchase price or sale price as applicable) of trades executed in that asset class over a specified period of time. 90 Table of Contents • Options Contracts Traded: We define Options Contracts Traded as the total number of options contracts bought or sold over a specified period of time.
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Pending Business Acquisitions On May 12, 2025, we entered into an agreement to acquire all outstanding equity of WonderFi, a Canadian leader in digital asset products and services, for C$0.36 per share, representing a total equity value of approximately $180 million. The pending acquisition is subject to customary closing conditions, including regulatory approvals.
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Each contract generally entitles the holder to trade 100 shares of the underlying stock. • Resurrected Customers: A Funded Customer is considered “Resurrected” in a stated period if it was a Churned Customer as of the end of the immediately preceding period and its balance (excluding amounts that are deposited into a Funded Customer account by the Company with no action taken by the unique person) rises above zero or it completes a transaction using its account.
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In December 2025, we entered into agreements to acquire PT Buana Capital Sekuritas, an Indonesian brokerage, and PT Pedagang Aset Kripto, a licensed Indonesian digital financial asset trader.
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Overview With respect to the year ended December 31, 2024, as compared to the year ended December 31, 2023: • total net revenues increased 58% to $2.95 billion compared to $1.87 billion; • net income was $1.41 billion, or diluted earnings per share (“EPS”) of $1.56, compared to a net loss of $0.54 billion, or diluted EPS of -$0.61.
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We also earn and incur interest revenues and expenses on securities lending transactions. We incur interest expenses in connection with our revolving credit facilities and borrowings by the Credit Card Funding Trust.
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For more information about Adjusted EBITDA, including the definition and limitations of such measure, and a reconciliation of net income (loss) to Adjusted EBITDA, please see “—Non-GAAP Financial Measures.” 91 Table of Contents Recent Developments Pending Business Acquisitions In June 2024, we entered into an agreement to acquire all outstanding equity of Bitstamp, a globally-scaled cryptocurrency exchange with retail and institutional customers, for an aggregate consideration of approximately $200 million, subject to customary purchase price adjustments and payable in cash.
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Provision for Credit Losses The provision for credit losses consists of expected credit losses related to credit card and brokerage products. For credit card related, we have two types of provision for credit losses: i) one related to off-balance sheet credit card principal receivables, and ii) one related to on-balance sheet purchased credit card and interest receivables.
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In November 2024, we entered into an agreement to acquire all outstanding equity of TradePMR, a custodial and portfolio management platform for registered investment advisors, for cash consideration of approximately $180 million and post-close equity compensation of approximately $120 million, for aggregate consideration and post-close compensation of approximately $300 million. The purchase consideration is subject to customary purchase price adjustments.
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In addition, options revenues increased due to a 12% increase in Options Contracts Traded per trader and a 16% increase in the number of users placing option trades. The increase was offset by a $55 million increase of match incentives paid to our customers .
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Both pending acquisitions are subject to customary closing conditions, including regulatory approvals, and are expected to close in the first half of 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe impact to total net revenues, net income (loss), and cash flows, prior to any income tax effects, as a result of a hypothetical interest rate change at the end of each reporting period would be: December 31, (in millions) 2023 2024 50 basis point $ 71 $ 94 100 basis point 141 188 150 basis point 212 282 The change to total net revenues, net income (loss), and cash flows, prior to any income tax effects, would be the same as total net revenues includes net interest revenue, which captures both the impact of any incremental interest revenue and interest expense, and changes in interest rates do not have a direct impact on operating expenses.
Biggest changeThe impact to total net revenues, net income (loss), and cash flows, prior to any income tax effects, as a result of a hypothetical interest rate change at the end of each reporting period would be: December 31, (in millions) 2024 2025 50 basis point $ 94 $ 152 100 basis point 188 304 150 basis point 282 457 The change to total net revenues, net income (loss), and cash flows, prior to any income tax effects, would be the same as total net revenues includes net interest revenue, which captures both the impact of any incremental interest revenue and interest expense, and changes in interest rates do not have a direct impact on operating expenses.
We manage risks associated with our securities lending activities by requiring credit approvals for counterparties, by monitoring the market value of securities loaned and collateral values for securities borrowed on a daily basis, by requiring additional cash as collateral for securities loaned or return of collateral for securities borrowed when necessary, and by participating in a risk-sharing program offered through the OCC. 111 Table of Contents
We manage risks associated with our securities lending activities by requiring credit approvals for counterparties, by monitoring the market value of securities loaned and collateral values for securities borrowed on a daily basis, by requiring additional cash as collateral for securities loaned or return of collateral for securities borrowed when necessary, and by participating in a risk-sharing program offered through the OCC. 121 Table of Contents
The impact related to the change in interest rates is positively correlated, 110 Table of Contents linear, and proportional. The change in the sensitivity analysis from prior year is in line with the change in interest-earning asset balances. Our investment policy and strategy are focused on the preservation of capital and supporting our liquidity requirements.
The impact related to the change in interest rates is positively correlated, linear, and proportional. The change in the sensitivity analysis from prior year is in line with the change in interest-earning asset balances. Our investment policy and strategy are focused on the preservation of capital and supporting our liquidity requirements.
Refer to Note 12 - Financing Activities and Off-Balance Sheet Risk to our consolidated financial statements in this Annual Report for further information. However, as there were no outstanding borrowings under our uncommitted revolving credit facilities as of December 31, 2024 and 2023, we had limited financial exposure associated with changes in interest rates as of such dates.
Refer to Note 11 - Financing Activities and Off-Balance Sheet Risk to our consolidated financial statements in this Annual Report for further information. However, as there were no outstanding borrowings under our uncommitted revolving credit facilities as of December 31, 2024 and 2025, we had limited financial exposure associated with changes in interest rates as of such dates.
Based on investment positions as of December 31, 2024, a hypothetical 100 basis point increase in interest rates across all maturities would not be significant. Any losses would only be realized if we sold the investments prior to maturity. We also have exposure to changes in interest rates related to our variable-rate credit facilities.
Based on investment positions as of December 31, 2025, a hypothetical 100 basis point increase in interest rates across all maturities would not be significant. Any losses would only be realized if we sold the investments prior to maturity. 120 Table of Contents We also have exposure to changes in interest rates related to our variable-rate credit facilities.

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