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Item 9A. Controls and Procedures

2023-02-27 compared with 2022-02-24 · 47 added, 20 removed, 166 unchanged (29% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the

end of the period covered by this Annual Report, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

The Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S.

Our management, under the oversight of our board of directors, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Our independent registered public accounting firm, Ernst & Young LLP, who audited the Consolidated Financial Statements included in this Annual Report on Form 10-K, issued an audit report on the Company's internal control over financial reporting.

That Report of Independent Registered Public Accounting Firm is included in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

7 unchanged sentences

OTHER INFORMATION

On February 24, 2022, our board of directors amended and restated our Bylaws, effective immediately, to clarify the calculation of “majority of votes cast” by stockholders set forth in Section 1.6 of the Bylaws.

A copy of the amended and restated Bylaws is filed as an exhibit to this Annual Report.

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

11 unchanged sentences

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(a) The following documents are filed as part of this Annual Report:

The following consolidated financial statements of Robinhood Markets Inc.

and subsidiaries are filed as part of this Annual Report on Form 10-K under Part II, Item 8:

and subsidiaries are filed as part of this Annual Report under Part II, Item 8:

• Reports of Independent Registered Public Accounting Firm on Consolidated Financial Statements

6 unchanged sentences

Financial Statement Schedules:

All schedules are omitted because of the absence of conditions under which they are required or because information called for is shown in the consolidated financial statements and notes thereto in Part II, Item 8 of this Annual Report on Form 10-K.

The information required by this Item is set forth in the Exhibit Index that precedes the signature page of this Annual Report.

6 unchanged sentences

8-K 2021-08-02 3.1

3.2 Amended and Restated Bylaws of Robinhood Markets, Inc., dated February 2 4 , 2022 (our “Bylaws”)

3.2 Amended and Restated Bylaws of Robinhood Markets, Inc., dated December 14 , 2022 (our “Bylaws”)

8-K 2022-12-16 3.1

4.1 Form of Class A Common Stock Certificate of Robinhood Markets, Inc.

3 unchanged sentences

4.3 Description of Robinhood Securities Registered Under Section 12 of the Exchange Act

10.1 Form of Indemnification Agreement between Robinhood Markets, Inc.

and, separately, each of its directors and executive officers (other than Jan Hammer and Scott Sandell)

10-K 2022-02-24 4.3

10.1(a) Form of Indemnification Agreement between Robinhood Markets, Inc.

and, separately, each of its directors and executive officers (other than VC Fund A ffiliated Directors )

S-1/A 2021-07-19 10.1

10.1(b) Form of Indemnification Agreement (VC Fund-Affiliated Directors)

10-Q 2022-05-06 10.1

10.2 Form of Indemnification Agreement between Robinhood Markets, Inc.

29 unchanged sentences

S-1/A 2021-07-19 10.13

10.12 Voting Agreement, dated July 26, 2021, among Robinhood Markets, Inc., Baiju Bhatt, Vladimir Tenev, and certain related entities

10.12(a) Voting Agreement, dated July 26, 2021, among Robinhood Markets, Inc., Baiju Bhatt, Vladimir Tenev, and certain related entities

10-Q 2021-08-18 10.10

10.12(b) Joinder Agreement, dated December 13, 2021 by Bhatt Family LLC, becoming party to the Voting Agreement, dated July 26, 2021, among Robinhood Markets.

Inc., Baiju Bhatt, Vladimir Tenev, and certain related entities

10-Q 2022-05-06 10.2

10.13(a)†+ Robinhood Markets, Inc.

29 unchanged sentences

Form of Option Agreement for Employees and Non-Employee Directors (including the Notices of Grant) under the 2021 Plan

10-K 2022-02-24 10.15(d)

Robinhood Markets, Inc.

6 unchanged sentences

S-1/A 2021-07-19 10.22

10.18+ Offer Letter between Robinhood Markets, Inc.

and Gretchen Howard, dated November 16, 2018

10-Q 2022-05-06 10.3

10.19(a)+ Offer Letter between Robinhood Markets, Inc.

and Aparna Chennapragada, dated February 18, 2021

10-Q 2022-05-06 10.4

10.19(b)+ Separation Agreement between Robinhood Markets, Inc.

and Aparna Chennapragada, dated August 1, 2022

10-Q 2022-11-03 10.1

10.20(a)+ Offer Letter between Robinhood Markets, Inc.

and Christina Smedley, dated July 4, 2020

10-Q 2022-05-06 10.5.1

10.21(b)+ Separation Agreement between Robinhood Markets.

and Christina Smedley, dated August 21, 2021

10-Q 2022-05-06 10.5.2

10.22+ Form of Stock Option Agreement for Employees and Non-Employee Directors (including Notices of Grant) under the Robinhood Markets, Inc.

2021 Omnibus Incentive Plan

10-Q 2022-05-06 10.6

10.23 Amended and Restated Credit Agreement, dated as of April 11, 2022, among Robinhood Securities, LLC, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent

8-K 2022-04-14 10.1

21.1 Subsidiaries of Robinhood Markets, Inc.

40 unchanged sentences

Jonathan Rubinstein

/s/ Scott Sandell Director February 24, 2022

Scott Sandell

/s/ Meyer Malka Director February 27, 2023

/s/ Robert Zoellick Director February 27, 2023

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures