Robinhood Markets, Inc. (HOOD)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section presents management’s perspective on our financial condition and results of operations, including performance metrics that management uses to assess company performance. The following discussion and analysis is intended to highlight and supplement data and information presented elsewhere in this Quarterly Report, and should be read in conjunction with our interim unaudited condensed consolidated financial statements and notes elsewhere in this Quarterly Report and our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Form 10-K.

It is also intended to provide you with information that will assist you in understanding our consolidated financial statements, the changes in key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which might not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

Data as of and for the three and six months ended June 30, 2025 and 2026 has been derived from our unaudited condensed consolidated financial statements appearing at the beginning of this Quarterly Report. Results for any interim period should not be construed as an inference of what our results would be for any full fiscal year or future period.

We refer to our “users” and our “customers” interchangeably throughout this Quarterly Report to refer to individuals who hold accounts on our platforms.

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. 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 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. 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. 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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Financial Results and Performance

With respect to the three months ended June 30, 2026, as compared to the three months ended June 30, 2025:

•total net revenues increased 32% to $1,308 million compared to $989 million;

•net income attributable to Robinhood increased 45% to $561 million, compared to $386 million;

•diluted EPS increased 48% to $0.62, compared to $0.42;

•total operating expenses increased 33% to $734 million compared to $550 million;

•Adjusted EBITDA (non-GAAP) increased 35% to $741 million compared to $549 million;

•Funded Customers increased by 1.9 million, or 7%, to 28.4 million compared to 26.5 million, and Investment Accounts increased by 2.5 million, or 9%, to 29.9 million compared to 27.4 million;

•Total Platform Assets increased 32% to $368.7 billion compared to $278.6 billion, primarily driven by continued Net Deposits and higher equity valuations, partially offset by lower cryptocurrency valuations;

•Net Deposits were $21.7 billion, which translates to an annualized growth rate of 28% relative to Total Platform Assets at the end of the first quarter of 2026, compared to $13.8 billion, which translates to an annualized growth rate of 25% relative to Total Platform Assets at the end of the first quarter of 2025. Over the past twelve months, Net Deposits were $75.7 billion, a growth rate of 27% relative to Total Platform Assets at the end of the second quarter of 2025;

•ARPU increased 24% to $187 compared to $151; and

•Robinhood Gold Subscribers increased 39% to 4.84 million compared to 3.48 million.

Adjusted EBITDA is a non-GAAP financial measure. For more information about Adjusted EBITDA, including the definition and limitations of such measure, and a reconciliation of net income to Adjusted EBITDA, please see “—Non-GAAP Financial Measures” below.

Recent Developments

Workforce Reduction

On June 16, 2026, we announced a reduction in force as part of our efforts to maintain a high performance culture, further accelerate product velocity, and remain lean and disciplined. This reduction in force involved approximately 10% of our full-time employees, and additionally involved the closure of a small number of open roles across the Company.

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Key Performance Metrics

Key performance metrics for the relevant periods were as follows:

________________

(1)The following table describes the annual changes within Funded Customers:

(2)The following table sets out the components of Total Platform Assets by type of asset:

The following table describes the changes within Total Platform Assets:

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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. In addition to total net revenues, net income, and other results under GAAP, we utilize non-GAAP calculations of Adjusted EBITDA. Adjusted EBITDA is defined as net income attributable to Robinhood, excluding (i) net income (loss) attributable to non-controlling interests, (ii) interest expenses related to debt obligations, (iii) provision for (benefit from) income taxes, (iv) depreciation and amortization, (v) SBC, (vi) significant legal and tax settlements and reserves, and (vii) other significant gains, losses, and expenses (such as impairments, restructuring charges, and business acquisition-, or disposition-related expenses) that we believe are not indicative of our ongoing results. This non-GAAP financial information is presented for supplemental informational purposes only, should not be considered in isolation or as a substitute for, or superior to, financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies.

The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items are unpredictable, are not driven by core results of operations, and render comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. 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.

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The following table presents a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income:

_______________

(1) The $106 million gain from deconsolidation excludes a $17 million unrealized gain recognized in net income earlier in the current period, which was reflected in the carrying value of RVI at deconsolidation and is presented separately as a realized gain.

(2) For the three and six months ended June 30, 2026, primarily related to investments held by RVI.

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Results of Operations

The

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section presents management’s perspective on our financial condition and results of operations, including performance metrics that management uses to assess company performance. The following discussion and analysis is intended to highlight and supplement data and information presented elsewhere in this Annual Report, and should be read in conjunction with our consolidated financial statements and notes elsewhere in this Annual Report. It is also intended to provide you with information that will assist you in understanding our consolidated financial statements, the changes in key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which might not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

We refer to our “users” and our “customers” interchangeably throughout this Annual Report to refer to individuals who hold accounts on our platforms.

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. 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 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. 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. 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.

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;

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•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.

Adjusted EBITDA is a non-GAAP financial measure. 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.

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.

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.

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. Both pending acquisitions are subject to customary closing conditions, including regulatory approvals.

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Key Performance Metrics

Key performance metrics for the relevant periods were as follows:

_______________

(1) The following table describes the annual changes within Funded Customers:

(2) The following table sets out the components of Total Platform Assets by type of asset:

The following table describes the changes within Total Platform Assets:

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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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. In addition to total net revenues, net income (loss), and other results under GAAP, we utilize non-GAAP calculations of Adjusted EBITDA. Adjusted EBITDA is defined as net income (loss), excluding (i) interest expenses related to credit facilities, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) SBC, (v) significant legal and tax settlements and reserves, and (vi) other significant gains, losses, and expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses) that we believe are not indicative of our ongoing results. This non-GAAP financial information is presented for supplemental informational purposes only, should not be considered in isolation or as a substitute for, or superior to, financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies.

The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items are unpredictable, are not driven by core results of operations, and render comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. 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.

The following table presents a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income:

_______________

(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.

(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.

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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. When customers place orders for options, cryptocurrencies, or equities on our platform, we route these orders to market makers and we receive consideration from those market makers. With respect to options and equities trading, such fees are known as PFOF. With respect to cryptocurrencies trading, we receive “Transaction Rebates” when routing to market makers. In the case of options, our fee is on a per contract basis based on the underlying security. For equities, the fees we receive are typically based on the size of the publicly quoted bid-ask spread for the security being traded; that is, we receive a fixed percentage of the difference between th

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