Item 2.02 Results of Operations and Financial Condition.
The information contained in Item 7.01 of this report is incorporated herein by
Item 7.01 Regulation FD Disclosure.
Robinhood’s Broker-Dealer Subsidiaries Release Reports Pursuant to SEC Rule
606(a) for the Second Quarter of 2022
Robinhood Markets, Inc. (“Robinhood” or the “Company”) is furnishing as Exhibits
99.1 and 99.2 hereto the Held NMS Stocks and Options Order Routing Public
Reports (“606-Reports”) for the second quarter of 2022 for each of its
broker-dealer subsidiaries, Robinhood Financial LLC (“RHF”) and Robinhood
Securities, LLC (“RHS”).
As subsidiary reports, these 606-Reports do not present the Company’s
consolidated results. These 606-Reports were prepared to comply with U.S.
Securities and Exchange Commission (“SEC”) Rule 606(a) of Regulation National
Market System (Reg. NMS) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), which requires broker-dealers to make available specified
quarterly reports regarding the routing of certain non-directed orders. As
required by such rule and related regulatory guidance, the 606-Reports present
some (but not necessarily all) of the payment for order flow (“PFOF”) received
from venues to which orders were routed. (As disclosed on the 606-Reports, RHS
shares the PFOF it receives with RHF pursuant to a revenue and cost allocation
The 606-Reports are unaudited, made available without commentary, and should be
read together with Robinhood’s most recent quarterly and annual consolidated
results on Forms 10-Q and 10-K (as well as Robinhood’s other SEC filings), which
are or will be available on the Financials tab of Robinhood’s Investor Relations
website at investors.robinhood.com.
Robinhood also intends to use the “Overview” tab of its Investor Relations
website and its blog, Under the Hood, as means of disclosing material
information to the public in a broad, non-exclusionary manner for purposes of
the SEC’s Regulation Fair Disclosure (Reg. FD). The Overview page can be
accessed at investors.robinhood.com/overview, and Under the Hood can be accessed
at blog.robinhood.com; 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
The information furnished with Item 2.02 and Item 7.01, including Exhibits 99.1
and 99.2, shall not be deemed “filed” for purposes of Section 18 of 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Robinhood Financial LLC - Held NMS Stocks and Options Order Routing Public Report 99.2 Robinhood Securities, LLC - Held NMS Stocks and Options Order Routing Public Report 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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