Robinhood Markets, Inc. (HOOD) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that Robinhood Markets, Inc. surfaced in its latest filing.

• In June 2026, we announced a reduction in force of approximately 10% of full-time employees as part of our efforts to maintain a high performance culture, further accelerate product velocity, and remain lean and disciplined.June 2026
• Through our engagement as brokerage and initial trustee in connection with the Trump Accounts initiative, we have entered into a new business line.
• In June 2026, RHS received approval from FINRA to engage in underwriting activities in connection with public securities offerings.June 2026
• In December 2020, we settled an SEC investigation into best execution and PFOF practices. A settlement of a consolidated putative class action relating to the same allegations was approved by the court in June 2026.December 2020
• Since July 2023, we have been cooperating with an investigation by the New York Attorney General concerning brokerage execution quality.July 2023
• SEC adopted Order Execution Disclosure Rules in March 2024, requiring RHF and RHS to make new execution quality disclosures beginning August 1, 2026.March 2024
• In June 2026, the SEC proposed rescinding Rule 611 of Regulation NMS (the Order Protection Rule) and Rule 610(e) of Regulation NMS.June 2026
• SEC Rule 15c3-3 amendments in December 2024 require certain broker-dealers to compute customer and broker-dealer reserve deposit requirements and make deposits daily rather than weekly. We began implementing daily computations and deposits in January 2026.December 2024
• From January 28 to February 5, 2021, due to increased NSCC deposit requirements amid market volatility, we implemented Early 2021 Trading Restrictions.January 28 to February 5, 2021
• MiCA provisions went into effect December 30, 2024. RHEU and Bitstamp Europe S.A. are licensed under EU's MiCA and subject to mandatory capital requirements.December 30, 2024
• In May 2025, the UK's FCA proposed new prudential requirements for crypto firms, modeled on investment firm requirements, requiring a minimum amount of regulatory capital for authorized crypto asset firms.May 2025
• In spring 2023, certain U.S. banks failed and were taken over by the FDIC (the '2023 Banking Events').Spring 2023
• Robinhood invested in Rothera on November 19, 2025. Rothera acquired 90% of Rothera E&C on January 20, 2026. Rothera E&C is a CFTC-licensed DCM, DCO, and SEF offering prediction markets.November 19, 2025
• Bitstamp was acquired in June 2025. WonderFi was acquired in June 2026. TradePMR was acquired in February 2025.June 2025
• After launching Robinhood Gold Card in March 2024, we received information requests from the MSD related to the Robinhood Gold subscription service and the Robinhood Gold Card.March 2024
• The CLARITY Act passed the House on July 17, 2025. Senate Committee on Banking, Housing, and Urban Affairs advanced 'Digital Asset Market Clarity Act' on May 14, 2026. Senate Committee on Agriculture, Nutrition, and Forestry advanced 'Digital Commodity Intermediaries Act' on January 29, 2026. Senate released revised consolidated draft of digital asset bills on July 22, 2026.July 17, 2025
• GENIUS Act signed into law on July 18, 2025, effective January 18, 2027, establishing federal regulatory framework for payment stablecoins.July 18, 2025
• Prediction Markets Are Gambling Act introduced on March 23, 2026 to amend CEA to prohibit certain event contracts.March 23, 2026
• After denial of preliminary injunction on November 25, 2025 by U.S. District Court for District of Nevada, we ceased offering new sports-related event contracts in Nevada as of December 1, 2025.November 25, 2025
• SEC enforcement closed investigation into Early 2021 Trading Restrictions and employee trading on January 10, 2025. FINRA resolved investigations into Early 2021 Trading Restrictions and employee trading on March 6, 2025.January 10, 2025
• MSD settlement in January 2024: $7.5 million fine and independent consultant engagement.January 2024
• CAGO settlement in August 2024: $3.9 million penalty for cryptocurrency delivery disclosures.August 2024
• SEC settlement in January 2025: $45 million in penalties across multiple investigations including Regulation SHO, SAR filings, EBS submissions, recordkeeping, November 2021 Data Security Incident, and Regulation S-ID violations.January 2025
• FINRA settlement in March 2025: $26 million penalty and $3.76 million customer restitution plus interest for multiple investigations.March 2025
• NYDFS settlement in August 2022: independent consultant engaged to evaluate compliance program and remediation efforts, $30 million penalty.August 2022
• Fines and consent orders in December 2024 with Nebraska Department of Banking and Finance and Massachusetts Division of Banks for prior unlicensed activity.December 2024
• BOATS experienced disruptions on August 4-5, 2024, leading to regulatory information requests.August 4-5, 2024
• In November 2021, we experienced a Data Security Incident. As part of the January 2025 SEC Settlement, RHF and RHS paid penalties for violating Regulation S-P.November 2021
• In late October 2024, a cyberattack on our Newsroom website via a subcontractor vendor occurred.October 2024
• In December 2024, a cyberattack at Cyberhaven, a data protection company we utilize as a third-party vendor, occurred.December 2024
• In March 2026, Arizona filed criminal charges against KalshiEx LLC and a related entity in state court for alleged violations of state betting and wagering laws.March 2026
• The CFTC secured a preliminary injunction prohibiting Arizona from enforcing its gambling laws related to event contracts listed on CFTC-regulated DCMs; this decision is on appeal to the Ninth Circuit. The CFTC filed complaints for declaratory relief and permanent injunction against certain states beginning April 2026.April 2026
• On March 24, 2026, the Repurchase Program was approved authorizing up to $1.5 billion of repurchases of Class A common stock, replacing the Prior Repurchase Program.March 24, 2026
• In June 2026, we issued $2.2 billion aggregate principal amount of 0.00% convertible senior notes due 2029 and entered into Capped Calls transactions.June 2026
• In December 2024, Robinhood Credit paid a $200,000 penalty to the Massachusetts Division of Banks for unregistered third-party loan servicing.December 2024
• Amazon Web Services (AWS) experienced a major disruption in its US-EAST-1 region on October 20, 2025, affecting certain of our operations.October 20, 2025
• SEC adopted September 2024 Final Rules to adopt an additional minimum pricing increment (tick size) for certain NMS stocks, reduce access fee caps, and enhance transparency. SEC extended compliance dates to November 2027. Amended round lot definition implemented November 2025; odd-lot definitions effective April 27, 2026. Rule 605 execution quality report amendments compliance date is August 1, 2026.September 2024
• The EU's AI Act became effective on August 1, 2024.August 1, 2024
• On December 11, 2025, the President issued an executive order establishing a national policy framework for AI.December 11, 2025
• Illinois enacted a tax effective July 1, 2026 on prediction market operators at 1.75% on the first five million contracts traded annually per individual and 3.5% on contracts above that threshold.July 1, 2026
• On January 21, 2025, SEC announced crypto task force for comprehensive regulatory framework. On July 31, 2025, SEC Chairman announced 'Project Crypto' initiative. On February 21, 2025, SEC Division of Enforcement closed investigation into RHC without recommending action.January 21, 2025
• California enacted the DFAL effective July 1, 2026, prohibiting unlicensed digital financial asset business activity, and we submitted license applications.July 1, 2026
• Robinhood Chain launched in July 2026, a permissionless, Ethereum-compatible Layer 2 blockchain. Stock Tokens launched in July 2026. Robinhood Earn launched in July 2026.July 2026
• Classic Stock Tokens launched in June 2025 for eligible EEA customers.June 2025
• Robinhood Banking product launched in Q4 2025 (invite-only) offering depository accounts and banking services through partner bank Coastal Bank.Q4 2025
• Spending Account offered in partnership with J.P. Morgan Chase Bank, N.A. began winding down in 2025 by closing inactive, unfunded accounts and is expected to be fully wound down by Q3 2026.2025
• In May 2023, two prominent Liquidity Providers announced their respective decisions to limit their offerings in cryptocurrency trading within the U.S.May 2023
• SEC interpretation on March 17, 2026 classified crypto assets into five categories and identified examples of digital commodities.March 17, 2026
• NYDFS published a consumer alert about meme coins in January 2025.January 2025
• SEC charged Binance in June 2023 and Coinbase in June 2023 as unregistered exchanges; Coinbase, Kraken, and Binance dismissed SEC lawsuits via stipulations in February, March, and May 2025.June 2023
• April 2025 DOJ memo set new enforcement priorities for digital asset-related prosecutions.April 2025
• Staff of the SEC’s Division of Trading and Markets provided limited FAQ guidance on May 15, 2025 on net capital considerations.May 15, 2025
• The Infrastructure Investment and Jobs Act and final regulations effective January 1, 2025 introduce information reporting requirements for digital asset brokers. Backup withholding required starting January 1, 2027.January 1, 2025
• Robinhood Singapore Pte. Ltd. holds capital markets service license from MAS granted July 1, 2026.July 1, 2026
• In June 2026, RHS received approval from FINRA to engage in underwriting activities.June 2026