What changed in this filing

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Item 9A. Controls and Procedures

2025-02-18 compared with 2024-02-27 · 53 added, 52 removed, 178 unchanged (37% of the section changed)

5 unchanged sentences

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.

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, 2024 based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In accordance with guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

Our management’s evaluation of internal control over financial reporting excluded the internal control activities of Robinhood Credit, Inc., formerly known as X1, Inc., which we acquired on July 3, 2023, as discussed in Note 3 - Business Combinations, to our consolidated financial statements in this Annual Report.

We have included the financial results of this acquisition in the consolidated financial statements from the date of acquisition.

Total net revenues and total assets subject to Robinhood Credit, Inc.’s internal control over financial reporting represented less than one percent of both our consolidated total net revenues and total assets for the fiscal year ended and as of December 31, 2023.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

12 unchanged sentences

OTHER INFORMATION

(b) During the three months ended December 31, 2023, no director or “officer” of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

(b) On October 11, 2024 , Morgan Stanley Smith Barney initiated a termination of the “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) adopted on June 12, 2024 by Steven Quirk , our Chief Brokerage Officer .

That previously disclosed “Rule 10b5-1 trading arrangement” had provided that Mr.

Quirk may sell (i) up to 528,408 shares of our Class A common stock (less any shares previously sold under predecessor Rule 10b5-1 trading arrangements), (ii) shares of our Class A common stock resulting from the settlement of up to 122,161 unvested RSUs (less any shares previously sold under predecessor Rule 10b5-1 trading arrangements and shares withheld for applicable taxes), (iii) up to 9,378 shares of our Class A common stock, and (iv) shares of our Class A common stock resulting from the settlement of up to 369,779 unvested RSUs (less any shares withheld for applicable taxes), in each case on or prior to September 19, 2025 .

On November 12, 2024 , Mr.

Quirk adopted a new Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act pursuant to which he may sell (i) up to 370,195 shares of our Class A common stock, and (ii) shares of our Class A common stock resulting from the settlement of up to 441,179 unvested RSUs (less any shares withheld for applicable taxes), in each case on or prior to February 21, 2026 .

On November 11, 2024 , Jeffrey Pinner , our Chief Technology Officer , adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of

Rule 10b5-1(c) under the Exchange Act pursuant to which he may sell shares of our Class A common stock resulting from the settlement of up to 285,948 unvested RSUs (less any shares withheld for applicable taxes), in each case on or prior to April 30, 2026 .

RSUs convert into Class A common stock on a one-for-one basis upon vesting and settlement.

In addition, certain of our officers may, from time to time, make elections to participate in our ESPP and to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute “non-Rule 10b5-1 trading arrangements” (as defined in Item 408(c) of Regulation S-K).

17 unchanged sentences

• Consolidated Balance Sheets as of December 31, 2024 and 2023

• Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021

• Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021

• Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022

• Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023, and 2022

• Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022

• Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021

• Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022

• Notes to Consolidated Financial Statements

22 unchanged sentences

10-Q 2022-05-06 10.1

10.2 Form of Indemnification Agreement between Robinhood Markets, Inc.

and, separately, each of Jan Hammer and Scott Sandell

S-1/A 2021-07-19 10.2

Underwriting Agreement, dated July 28, 2021, between Robinhood Markets, Inc., as the issuer, and Goldman Sachs & Co.

1 unchanged sentence

10-Q 2021-08-18 10.3

10.4† Credit Agreement, dated as of April 16, 2021, by and among Robinhood Securities, LLC, the lenders thereto, JPMorgan Chase Bank N.A.

as administrative agent, joint bookrunner and joint lead arranger, BMO Harris Bank N.A., as syndication agent, and BMO Capital Markets Corp.

as joint bookrunner and joint lead arranger

S-1 2021-07-01 10.14

Offer Letter between Robinhood Markets, Inc.

19 unchanged sentences

S-1/A 2021-07-19 10.13

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

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.

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.

Robinhood Markets, Inc.

2020 Equity Incentive Plan, as amended on June 18, 2020 and form grant notices and award agreements thereunder

S-1 2021-07-01 10.2

10.13(b)+ Second Amendment to the Robinhood Markets, Inc.

Second Amendment to the Robinhood Markets, Inc.

2020 Equity Incentive Plan, dated March 10, 2021

S-1 2021-07-01 10.4

10.13(c)+ Third Amendment to the Robinhood Markets, Inc.

Third Amendment to the Robinhood Markets, Inc.

2020 Equity Incentive Plan, dated May 26, 2021

S-1 2021-07-01 10.5

10.13(d)+ Form of 2021 Market-Based RSU Award, dated May 26, 2021, between Robinhood Markets, Inc.

Form of 2021 Market-Based RSU Award, dated May 26, 2021, between Robinhood Markets, Inc.

and, separately (a) Baiju Bhatt and (b) Vladimir Tenev

S-1 2021-07-01 10.17

10.13(e)+ Form of RSU Agreement for Non-Employee Directors (including the Notice of Grant) under the 2020 Plan

Form of RSU Agreement for Non-Employee Directors (including the Notice of Grant) under the 2020 Plan

S-1 2021-07-01 10.18

10.14(a)†+ Robinhood Markets, Inc.

Robinhood Markets, Inc.

Amended and Restated 2013 Stock Plan and form grant notices and award agreements thereunder

S-1 2021-07-01 10.3

10.14(b)+ Form of Notice of Time-Based Restricted Stock Unit Award and Restricted Stock Unit Agreement under the Robinhood Markets, Inc.

Form of Notice of Time-Based Restricted Stock Unit Award and Restricted Stock Unit Agreement under the Robinhood Markets, Inc.

Amended and Restated 2013 Stock Plan for Vladimir Tenev and Baiju Bhatt

S-1 2021-07-01 10.15

10.14(c)+ Form of 2019 Market-Based RSU Award, as amended and restated on May 26, 2021, between Robinhood Markets, Inc.

Form of 2019 Market-Based RSU Award, as amended and restated on May 26, 2021, between Robinhood Markets, Inc.

and, separately (a) Baiju Bhatt and (b) Vladimir Tenev

14 unchanged sentences

10-Q 2021-08-18 10.19

10.17+ Robinhood Markets, Inc.

Change in Control and Severance Plan for Key Employees

S-1/A 2021-07-19 10.22

Offer Letter between Robinhood Markets, Inc.

1 unchanged sentence

10-Q 2022-05-06 10.3

L etter Agreement, dated March 15, 2023, between Gretchen Howard and Robinhood Markets, Inc.

Letter Agreement, dated March 15, 2023, between Gretchen Howard and Robinhood Markets, Inc.

2023-03-15 10.1

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

Offer Letter between Robinhood Markets, Inc.

and Christina Smedley, dated July 4, 2020

10-Q 2022-05-06 10.5.1

Separation Agreement between Robinhood Markets., Inc.

and Christina Smedley, dated August 21, 2021

10-Q 2022-05-06 10.5.2

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

3 unchanged sentences

8-K 2022-04-14 10.1

F orm of Restricted Stock Unit Cancellation Agreement , date d Feb ruary 3, 2023 between Robinh ood Mar kets, Inc.

and separately, (a) Vla dimir Tenev and (b) Baiju Bhatt

Form of Restricted Stock Unit Cancellation Agreement, dated February 3, 2023 between Robinhood Markets, Inc.

and separately, (a) Vladimir Tenev and (b) Baiju Bhatt

8-K 2023-02-08 10.1

10.24 Second Amended and Restated Credit Agreement dated as of March 24, 20 23, among Rob inhood Securities LLC,as borrower, the lenders party thereto, and JPM organ Chase B ank, N .A.

, as administrative agent

10.19 Second Amended and Restated Credit Agreement dated as of March 24, 2023, among Robinhood Securities LLC,as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent

8-K 2023-03-24 10.1

10.25 Share Purchase Agreement, date d as of August 30, 2023, by Robinhood Markets, Inc, as purchaser , and the United States Marshals Service, for and on behalf of the United S tates

10.20 Share Purchase Agreement, dated as of August 30, 2023, by Robinhood Markets, Inc, as purchaser, and the United States Marshals Service, for and on behalf of the United States

8-K 2023-09-01 10.1

10.21 Third Amended and Restated Credit Agreement, dated as of March 22, 2024, among Robinhood Securities LLC, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent

2024-03-22 10.1

Robinhood Markets, Inc.

Change in Control and Severance Plan for Key Employees

Offer Letter between Robinhood Markets, Inc.

and Steve Quirk, dated July 13, 2021

Amended Offer Letter between Robinhood Markets, Inc.

and Steve Quirk, dated November 18, 2021

Amended Offer Letter between Robinhood Markets, Inc.

and Steve Quirk, dated January 7, 2022

10.24 Offer Letter between Robinhood Markets, Inc.

and Jeff Pinner, dated July 24, 2024

19.1 Robinhood Market s , Inc.

Confidential Information and Insider Trading Poli cy

21.1 Subsidiaries of Robinhood Markets, Inc.

23.1 Consent of Independent Regist e red Public Accoun ting Firm

23.1 Consent of Independent Registered Public Accounting Firm

24.1 Power of Attorney (included in signature pages hereto)

3 unchanged sentences

32.2‡ CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act

97.1 R obinhood Markets, Inc.

97.1 Robinhood Markets, Inc.

Incentive-based Compensation Recovery Policy, Effective October 2, 2023

2024-02-27 97.1

101.INS iXBRL (Inline eXtensible Business Reporting Language) Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X

16 unchanged sentences

Vladimir Tenev

Co-Founder, Chief Executive Officer and President

Chief Executive Officer and President

/s/ Jason Warnick

6 unchanged sentences

Signature Title Date

/s/ Vladimir Tenev Co-Founder, Chief Executive Officer and President and Director February 27, 2024

/s/ Vladimir Tenev Chief Executive Officer, President, and Director

February 18, 2025

Vladimir Tenev

10 unchanged sentences

Dara Treseder

/s/ Frances Frei Director February 27, 2024

/s/ Susan Segal

February 18, 2025

/s/ Christopher Payne

Director February 18, 2025

Christopher Payne

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