UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 216, 2026

Robinhood Markets, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40691

46-4364776

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

85 Willow Road

Menlo Park, CA 94025

(Address of principal executive offices) (Zip Code)

(844) 428-5411

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	HOOD	The Nasdaq Stock Market LLC




Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company						☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.						☐

Item 52.0705 ~~Submission~~- ofCosts ~~Matters~~Associated towith aExit ~~Vote~~or ofDisposal ~~Security Holders~~Activities.

~~Annual~~Workforce ~~Meeting of Stockholders~~Reduction

On June 216, 2026, Robinhood Markets, Inc. (the “Company” or “~~our~~we”) ~~held~~announced ~~its~~a ~~2026~~reduction ~~Annual~~in ~~Meeting~~force as part of ~~Stockholders~~its ~~(the~~efforts ~~“Annual~~to ~~Meeting”)~~maintain a high performance culture, further accelerate product velocity, and remain lean and disciplined. The Company is taking this action from a position of business strength, including June month-to-date average daily trading volumes at record levels across equities, options, and prediction markets.

AtThis ~~the~~reduction ~~Annual~~in ~~Meeting,~~force ~~our~~involves ~~stockholders~~approximately ~~voted~~10% ~~on three proposals, each~~ of ~~which~~the isCompany's ~~described~~full-time inemployees, ~~more~~and ~~detail~~additionally ininvolves ~~our definitive proxy statement filed with~~ the ~~Securities~~closure ~~and~~of ~~Exchange~~a ~~Commission~~small onnumber ~~April 22, 2026. Holders~~ of ~~Class~~open Aroles ~~common~~across ~~stock were entitled to cast one vote for each share held as of~~ the ~~close~~Company. ofThe ~~business~~Company onestimates ~~April~~that 8,it ~~2026~~will ~~(the~~incur ~~“Record~~cash ~~Date”),~~restructuring and ~~holders~~related ofcharges ~~Class~~comprising Bapproximately ~~common~~$20 ~~stock~~million ~~were~~related ~~entitled~~ to ~~cast~~employee ~~ten~~severance ~~votes~~and ~~for~~benefits ~~each~~costs ~~share~~as ~~held~~well as ofapproximately ~~the~~$8 ~~close~~million ofrelated ~~business~~to onshare-based ~~the Record Date~~compensation. ~~Holders~~It ofexpects ~~Class~~to Arecognize ~~common~~the ~~stock~~accrual ~~and~~for ~~Class~~these Bcharges ~~common~~in ~~stock~~the ~~voted~~second ~~together~~quarter asof ~~a single class on all matters at the Annual Meeting~~2026.

~~Set~~If ~~forth~~we ~~below~~subsequently determine that we will incur additional material restructuring costs or charges or there are material differences from the ~~matters~~amounts ~~voted~~provided onabove, atwe ~~the~~will ~~Annual~~file ~~Meeting~~an ~~and~~amendment ~~the~~to ~~final~~this ~~voting~~Current ~~results~~Report on ~~each~~Form ~~matter~~8-K (this “Current Report”) to disclose any such material costs, charges, or differences.

~~Proposal~~Cautionary ~~One: Election~~Note ofRegarding ~~Directors~~Forward-Looking Statements

~~Our~~This ~~stockholders~~Current ~~re-elected~~Report ~~Vladimir~~contains ~~Tenev~~forward-looking statements, ~~Baiju~~including ~~Bhatt,~~with ~~John~~respect ~~Hegeman~~to our estimates and expectations in connection with the reduction in force. Our forward-looking statements are subject to a number of known and unknown risks, ~~Paula~~uncertainties, ~~Loop~~assumptions, ~~Meyer~~and ~~Malka~~other factors that may cause our actual future results, ~~Christopher~~performance, ~~Payne~~or achievements to differ materially from any future results expressed or implied in this Current Report. Factors that contribute to the uncertain nature of our forward-looking statements include, ~~Jonathan~~among ~~Rubinstein~~others: the difficulty of managing our business effectively, ~~Susan~~including ~~Segal~~the size of our workforce, ~~Dara~~and ~~Treseder~~the risk of declining or negative growth; adverse legal, reputational and ~~Robert~~financial ~~Zoellick~~effects toon the Company resulting from the reduction in force; and potential operational disruptions as a result of the reduction in force. Because some of these risks and uncertainties cannot be predicted or quantified and some are beyond our control, you should not rely on our forward-looking statements as predictions of future events. More information about potential risks and uncertainties that could affect our business and financial results can be found in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as well as in our other filings with the SEC, all of which are available on the SEC’s ~~Board~~web site at www.sec.gov. Except as otherwise noted, all forward-looking statements are made as of ~~Directors~~the filing date of this Current Report and are based on information and estimates available to ~~serve~~us ~~until~~at this time. Except as required by law, we assume no obligation to update any of the ~~2027~~statements ~~annual~~in ~~meeting~~this Current Report whether as a result of ~~stockholders~~any new information, future events, changed circumstances, or otherwise. ~~Voting~~You should read this Current Report with the understanding that our actual future results, ~~were~~performance, asevents, ~~follows:~~and circumstances might be materially different from what we expect.

Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Vladimir Tenev	1,516,032,205	16,283,549	2,160,452	142,176,341
Baiju Bhatt	1,529,875,425	3,988,937	611,844	142,176,341
John Hegeman	1,529,736,300	4,002,045	737,861	142,176,341
Paula Loop	1,528,306,597	5,412,651	756,957	142,176,341
Meyer Malka	1,528,741,308	4,972,387	762,511	142,176,341
Christopher Payne	1,528,763,693	4,922,966	789,547	142,176,341
Jonathan Rubinstein	1,391,197,660	142,524,705	753,841	142,176,341
Susan Segal	1,519,556,629	14,145,426	774,150	142,176,341
Dara Treseder	1,457,188,310	76,500,640	787,255	142,176,341
Robert Zoellick	1,457,398,884	76,317,163	760,159	142,176,341

Proposal Two: Advisory Vote to Approve the Compensation of Our Named Executive Officers

Our stockholders approved, on an advisory basis, the 2025 compensation of the Company’s named executive officers. Voting results were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
1,512,304,895			21,260,133			911,177			142,176,341

Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm

Our stockholders ratified the appointment of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Voting results were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
1,673,927,030			1,836,483			889,034			—

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Robinhood Markets, Inc.
Date:	June 216, 2026	By:	/s/ Shiv Verma
			Name: Shiv Verma
			Title: Chief Financial Officer

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