Robinhood Markets : 2023 Annual Report Proxy Statement

2024

Notice of Annual

Meeting of

Stockholders and

Proxy Statement

Our mission is to democratize finance for all.

Letter from Our Chair

and Chief Executive Officer

Over the next 10 years, our vision is to become the most trusted, lowest cost, and most culturally relevant money app worldwide. As we progress toward this vision, we believe that more and more of our customers' financial assets will be held at Robinhood, and more and more of their financial transactions will go through us as well."

Dear fellow stockholders,

2023 was a pivotal year for Robinhood. We marked 10 years since our company's founding, representing a decade of progress towards a more modern, intuitive, and accessible financial system. Over the next 10 years, our vision is to become the most trusted, lowest cost, and most culturally relevant money app worldwide. As we progress toward this vision, we believe that more and more of our customers' financial assets will be held at Robinhood, and more and more of their financial transactions will go through us as well.

In 2023, we took strides towards that vision by expanding our offerings to serve more of our customers' financial needs across the globe. As interest rates hit record highs, we delivered innovative new products to help our customers build wealth in all market conditions. Through Retirement, we offered an unprecedented 3% match on dollars contributed. We enhanced Robinhood Gold, our premium offering, with an industry-leading 5% APY on uninvested cash through Robinhood Gold. And we're not done. In 2024, we introduced the Robinhood Gold card, with 3% cash back on all purchases, and one million people have joined the waitlist for the Robinhood Gold credit card. Robinhood Retirement has crossed $6 billion in assets so far this year.

The response from our customers has been overwhelmingly positive. Our share of the retail trading market grew 14% for equities and 19% for options in 2023 from the prior year. Customers transferred $1.3 billion in net positive brokerage assets into Robinhood during Q4 2023, with net funds flowing in from all of our major competitors. Robinhood Gold grew to 1.4 million subscribers as of the end of 2023. This momentum in our business contributed to record total net revenues in 2023 of $1.9 billion, up 37% year-over-year.

As we've accelerated our product velocity, we believe our investments in hardening our infrastructure have paid off. Through volatile and uncertain times, Robinhood has been there for our customers. Safety remains our north star, and we're committed to building and maintaining resiliency.

We remain focused on three priorities in 2024: winning active traders; increasing wallet share; and expanding internationally. Here's what you can expect this year:

• We'll keep improving our user experience on mobile. We plan to launch a more feature-rich professional offering on the web for active traders, and expand our selection of tradable assets with index options and futures.
• We'll keep innovating to increase wallet share with our customers, with a focus on increasing Gold memberships and net deposits.
• Following our launch of crypto in the EU and brokerage in the U.K., we'll work to bring more of our product offerings to those customers. We're also pursuing more opportunities to expand globally.

Over the past decade, Robinhood has transformed personal finance in pursuit of our mission to democratize finance for all. With the support and oversight of our Board of Directors and with your investment as stockholders, we'll continue this work through 2024 and beyond.

Thank you for investing in Robinhood. We welcome your engagement in our upcoming annual meeting of stockholders.

Onward,

Vladimir Tenev

Chair, Chief Executive Officer and Co-Founder

3

What We Value At Robinhood

We believe the financial system should be built to work for everyone. That's why we create products that let you invest at your own pace, on your own terms.

4

Robinhood 2024 Proxy Statement

Proxy Statement Table of Contents

Letter from Our Chair and Chief	3
Executive Officer
Notice of Annual Meeting of Stockholders	6
Highlights	8
Proxy Summary	12
Proposal 1 - Election of Directors	13
Proposal 2 - Advisory Vote to Approve the	14
Compensation of Our Named Executive Officers
Proposal 3 - Ratification of Appointment of	16
Independent Registered Public Accounting Firm
Questions and Answers about Our Proxy	17
Materials and the Annual Meeting
Cautionary Note Regarding Forward-	24
Looking Statements

Proposal 1 - Election of Directors	26
Director Nominees	27
Overview of Current Board	29
Dashboard for Current Directors	29
Skills and Qualifications for Current Directors	30
Board Diversity Policy	31
Director Independence	32
Biographical Information: Current Directors	33
Procedures if a Nominee is Not Re-Elected	42
Consideration of Director Candidates	42
Stockholder Recommendations for	43
Director Nominations
Corporate Governance	45
Stockholder Structure	45
Board Structure	45
Committees of the Board	47
Director Engagement	52
Key Areas of Board Oversight	55
Stockholder Engagement	58
Human Capital Management	59
Environmental, Social, and Governance	60
Other Governance Policies and Practices	62
Director Compensation	64
Director Stock Ownership Guidelines	66

Proposal 2 - Advisory Vote to Approve	68
the Compensation of Our Named
Executive Officers
Executive Officers	70

Executive Compensation	72
Compensation Discussion and Analysis	72
People and Compensation Committee Report	82
Compensation Tables	83
CEO Pay Ratio	94
Pay Versus Performance	95
Proposal 3 - Ratification of Appointment	99
of Independent Registered Public
Accounting Firm
Overview	100
Audit and Non-Audit Fees	100
Audit Committee Report	101
Other Matters	102
Beneficial Ownership of Principal Stockholders	102
and Management
Equity Compensation Plan Information	106
Voting Agreements	107
Related Person Transaction Policy	108
Transactions with Related Persons	108
Legal Proceedings Involving Directors and	110
Executive Officers
No Incorporation by Reference	110
Annual Report to Stockholders	110
Other Business	110
Appendix	111

5

Notice of Annual Meeting of Stockholders

Robinhood's 2024 annual meeting is called for the following purposes:

• To elect to the Board of Directors the eight director nominees named in the attached proxy statement to serve until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification, or removal
  from office

• To approve, on an advisory basis, the compensation of the Company's named executive officers

• To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024

Date and Time

Location

Who Can Vote

Submit Questions

June 26, 2024 (Wednesday) 9:30 a.m. Pacific time

Online - the meeting will be held via a live webcast. Visit www.proxydocs.com/HOODfor more details.

Stockholders of record as of the close of business on April 29, 2024, are entitled to vote at the annual meeting.

Submit and upvote questions at app.saytechnologies.com/ robinhood-2024-annual

(or in your brokerage's investing application, if supported).

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 26, 2024.

The proxy statement and the Company's 2023 Annual Report to Stockholders are available electronically at www.proxydocs.com/HOOD.

We will also transact such other business as may properly come before the annual meeting and any adjournment or postponement thereof.

These items of business, including information about the director nominees, are more fully described in the proxy statement accompanying this Notice.

The Board of Directors has set the close of business on April 29, 2024, as the record date for determining the stockholders entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof.

All stockholders are invited to attend and submit questions for the virtual annual meeting. For details on how to register and attend, please visit www.proxydocs.com/HOODand enter the control number included in your Notice Regarding the Availability of Proxy Materials or in the instructions accompanying your proxy materials or on your proxy card if you received a paper copy of these materials. Our attendance requirements, voting procedures, and process for submitting questions are also described in more detail in the questions and answers section of the attached proxy statement.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the meeting, we ask that you please submit your proxy or voting instructions as promptly as possible to ensure your representation and the presence of a quorum at the annual meeting. If you submit your proxy or voting instructions and then decide to attend the annual meeting, you may still vote your shares at the virtual meeting by following the procedures described in the proxy statement, including the requirement to register in advance. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

On or around May 8, 2024, we will mail to stockholders entitled to vote at the annual meeting a notice of internet availability of proxy materials (or paper copies of such materials, as applicable).

By Order of the Board of Directors,

Christina Lai

Corporate Secretary, VP, and Deputy General Counsel

Menlo Park, California

April 26, 2024

6

Robinhood 2024 Proxy Statement

How to Vote

1. Find your personal email, proxy card, voting instruction form, or notice.

If youreceived an email notifying youthat our proxy materials are available, you will need that email;

if you received a printed notice of their availability or printed copies of our proxy materials in the mail, you will need the printed notice, printed proxy card, or printed voting instruction form.

2. Choose a voting method.

On the Web

• Follow the link provided in your email or go to the website identified on your proxy card, voting instruction form, or printed notice
• If necessary, enter the control number (from your email, notice, proxy card, or votinginstruction form)
• Follow the instructions

By Telephone

• Telephone voting is available if you received printed proxy materials
• Call the phone voting number (different stockholders use different numbers, find yours on your proxy card or voting instruction form)
• Follow the recorded instructions

By Mail

• You can vote by mail if you received printed proxy materials
• Mark your votes on your paper proxy card or voting instruction form
• Sign, date, and return the proxy card or voting instruction form by mail using the enclosed envelope

How Do I Participate in the Annual Meeting?

Please Vote in Advance	You are urged to vote on the proposals ahead of the meeting by following the
	instructions in the notice you received regarding the meeting.

Pre-Registration Is Required in Order to Attend and Vote During the Meeting

To attend and vote during the annual meeting, you must register in advance by following the instructions in the notice you received regarding the meeting. If you

have any trouble registering, you can find more information at www.proxydocs.com/

HOOD. Upon registering, you will receive further instructions via email, including a unique link that will allow you to access a voting-enabled version of the meeting platform.

Attending as a Guest

The meeting is open to the public and may be viewed live as a guest. You can find information on how to attend as a guest in the notice you received regarding the meeting at www.proxydocs.com/HOOD. Registration takes only a minute and will be open until the meeting begins. Upon registering, you will receive further instructions via email, including a unique link that will allow you to access the meeting. Guests will not be able to vote or participate in the meeting.

Submitting and Upvoting

Questions in Advance

Stockholders may submit and upvote questions to the Company ahead of the meeting using the Q&A platform developed by Say Technologies ("Say"). You may visit app.saytechnologies.com/robinhood-2024-annualto submit and upvote questions (or you may do so directly in your brokerage's investing app, if supported). The Q&A platform will be open to submit and upvote questions starting June 18, 2024, at 2:00 p.m. Pacific time. Stockholders will be able to submit and upvote questions until June 25, 2024, at 2:00 p.m. Pacific time. We will address a selection of the most upvoted questions during the meeting.

Replay

A replay of the meeting will be available for at least two weeks following the meeting on our Investor Relations website at investors.robinhood.com.

Notice of Annual Meeting of Stockholders

7

Highlights

Robinhood Markets is on a mission to democratize finance for all. 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. We started with a revolutionary, bold brand and design in the Robinhood app which makes investing approachable and accessible for millions. We pioneered commission-free stock trading with no account minimums, which has since been adopted by the rest of the industry, and we continue to build relationships with our customers by introducing new products that further expand access to the financial system.

Brokerage:

Investing: We offer U.S. listed stocks and exchange-traded funds ("ETFs"), as well as related options and select American Depositary Receipts.

Retirement: We are making it easy and accessible to start saving for retirement through a traditional or Roth IRA and expanding options for the growing population of freelance and gig workers without access to employer-based matching programs. Robinhood Retirement provides a 1% match for customers and 3% match for Gold (other fees and match limitations may apply) on every eligible contribution with no traditional employer necessary, zero commissions, or account minimums.

24 Hour Market: With over 900 symbols available to trade on 24 Hour Market, customers can invest when they want, on their schedule. Customers can place limit orders to buy whole shares of the most traded ETFs and individual stocks 24 hours a day, five days a week. Trading hours run from 8:00 pm ET on Sunday to 8:00 pm ET on Friday.

UK: Robinhood is now available in the United Kingdom on the web, iOS and Android devices. UK customers have access to more than 6,000 global companies listed on US markets, trade without foreign exchange

(FX) fees, 24 hours a day and five days a week with no account minimums. They also have access to real-time data and advanced investment tools in-app, educational tools and resources, 24/7 customer support and the opportunity to earn 5% AER on their uninvested cash.

Crypto:

United States

Cryptocurrency Trading: We offer 15 different crypto-currencies(including one stablecoin) for trading as of April 11, 2024.

Recurring Crypto Investments: Customers can regularly buy cryptocurrency with as little as $1, on a daily, weekly, biweekly, or monthly schedule of their choice.

European Union

Cryptocurrency Trading: We offer a safe and secure platform where customers can trade top crypto in select jurisdictions in the European Union. Customers can buy, sell, and store 30+ crypto with ease and confidence and can earn a percentage

of every trade back each month, paid out in Bitcoin and deposited directly into their account (limitations may apply).

Robinhood Gold:	Robinhood Credit:
Robinhood Gold: Our paid subscription service provides	Robinhood Gold Card: Exclusively for Gold members, the
customers with premium features, such as bigger instant	Robinhood Gold Card has no annual fee, no foreign transaction
deposits, margin investing at 8%, real-time market data,	fees, and offers an unrivaled 3% cash back on all categories.
professional research, and a competitive 5% APY	Cardholders earn 5% cash back on travel
rate on uninvested cash (each rate as of	booked through the Robinhood travel portal,
April 11, 2024).	in addition to other perks.

Robinhood Cash Card:	Robinhood Wallet:
Robinhood Cash Card and Spending Account: Customers can	Robinhood Wallet: The Robinhood Wallet app is a self-custody
spend with a debit card and opt into rewards that were once	wallet and a portal to web3 where users can store and manage
reserved for credit card holders, like round ups and bonuses.	their crypto. This year Robinhood Wallet officially rolled out
Early Access to Paychecks: Customers can set up direct	globally to all iOS and Android users on the waitlist of more
and has been downloaded hundreds of
deposit and apply to get access to their paycheck up to two
thousands of times in more than 140
days early.
countries. This is just the beginning for
No Hidden Fees: Spending the Robinhood
Robinhood Wallet, and we will keep adding
way with no monthly fees, no subscription	new features as we gather feedback from
fees, and no account minimum fees that	customers.
cut into a customer's subsequent
investing activity.

8

Robinhood 2024 Proxy Statement

Environmental, Social, and Governance ("ESG")

Our mission is to democratize finance for all-and the goal of our ESG program is to help build a company you can be proud to invest with. We see ESG as an opportunity to drive positive impact for our business and harness a new generation of investors who desire to support companies that reflect their values, while providing our customers with more transparency on our priorities and how we operate. We were proud to launch our first ESG report when we became a public company, and we publish our ESG report annually as we continue to provide our stakeholders with transparent disclosure into how we are building ESG at Robinhood.

Delivering on Our Mission

Building for All of Our Customers: We are creating a modern financial services platform that's accessible. Our mobile-first, intuitively designed app delivers an investing experience that is familiar and welcoming for those previously left out of markets. We're focused on delivering our mission to democratize finance for all.

Access and Inclusion: We are committed to opening doors to investing for a generation of more diverse investors by prioritizing our customers' needs.

Education and Support: We are advancing our mission by offering educational resources. The more financial education people receive, the better equipped, and thus more empowered they will be to make personal investment decisions that meet their long-term goals. We've been expanding financial educational resources on the Robinhood Learn website for anyone to access as well as in-app education for our customers.

Governing Responsibly

Governance: Anchored in our value of Safety First, we have a strong, diverse, and highly experienced Board of Directors ("Board") that provides effective oversight of risk, regulatory, compliance, and ethics. Our Board is also responsible for oversight of our ESG efforts; the Nominating and Corporate Governance Committee ("NomGov Committee") oversees management's strategy and reporting efforts with respect to ESG, while the People and Compensation Committee ("People Committee") assists the Board in overseeing the Company's policies and strategies relating to workplace culture, human capital management, and our inclusion, equity, & belonging ("IEB") efforts. We prioritize diversity of our Board composition across both skills and personal characteristics, including age, gender, race/ethnicity, and LGBTQ+ status.

Operating Sustainably

Environment: In 2023, we completed our fourth greenhouse gas (GHG) emissions inventory for 2022, giving us four years of measurement. We expanded on the Scope 3 categories included in our first GHG inventory (in 2019), which are disclosed in our most recent ESG report. We made renewable energy investments and purchased carbon removal to reduce our impact on the climate.

Human Capital Management ("HCM")

Our HCM program aims to build an inclusive environment that attracts and retains exceptional talent from diverse backgrounds and experiences. Prioritizing an inclusive and equitable culture that attracts, motivates, and retains diverse talent within our workplace is critical to delivering on our mission. We set high standards for performance and commit to our employees professional and technical development so we can grow together. We offer competitive compensation packages to attract the best talent from a range of sources in order to meet the current and future demands of our business.

Highlights 9

Financial and Operational Performance

Funded Customers

Assets Under Custody

Net Deposits

Total Net Revenues

20222023

23.0M 23.4M $62B $103B $18.4B $17.1B $1,358M $1,865M

Please see the Appendix in this proxy statement for definitions and additional information.

10

Robinhood 2024 Proxy Statement