hood-20241216

Delaware

001-40691

46-4364776

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 16, 2024, the board of directors (the “Board”) of Robinhood Markets, Inc. (the “Company” or “Robinhood”) appointed Christopher Payne to the Board, effective immediately. The Board also appointed him to serve on the Safety, Risk and Regulatory Committee, commencing concurrently with his Board service. Mr. Payne is an independent director, with an initial term expiring at Robinhood’s 2025 annual meeting of stockholders. In connection with Mr. Payne’s appointment, the Board increased the number of directors on the Board from eight to nine.

Mr. Payne will participate in Robinhood’s Non-Employee Director Compensation Program as described under “Director Compensation” in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission (“SEC”) on April 26, 2024. In addition, the Company has entered into an indemnification agreement with Mr. Payne, the form of which appears as Exhibit 10.1 to Robinhood's Amendment No. 1 to Form S-1 Registration Statement filed July 19, 2021.

There are no arrangements or understandings between Mr. Payne and any other persons pursuant to which he was selected as a director, he has no family relationships with any of Robinhood’s directors or executive officers, and he has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.

On December 18, 2024, Robinhood published a blog post announcing Mr. Payne’s appointment to the Board. A copy of that blog post is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Robinhood uses the “Overview” tab of its Investor Relations website (accessible at investors.robinhood.com/overview) and its Newsroom (accessible at newsroom.aboutrobinhood.com), as means of disclosing information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure (Reg. FD). Investors should routinely monitor those web pages, in addition to Robinhood’s press releases, SEC filings, and public conference calls and webcasts, as information posted on them could be deemed to be material information.

The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.



Exhibit Number						Description
99.1						Blog post dated December 18, 2024
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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:	December 18, 2024	By:	/s/ Jason Warnick
			Name: Jason Warnick
			Title: Chief Financial Officer