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October 19, 2023

VIA EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Mark Brunhofer

Sandra Hunter Berkheimer

Jessica Livingston

Michelle Miller

Office of Crypto Assets

RE:    Robinhood Markets, Inc.

Form 10-K filed February 27, 2023

Form 10-Q filed August 3, 2023

File No. 001-40691

Ladies and Gentlemen:

Robinhood Markets, Inc. (the “Company,” “Robinhood,” “we,” or “our”) hereby submits via EDGAR the Company’s responses to comments received from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter to the Company, dated September 21, 2023.

We have set forth below each of your comments followed by the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2022

Part I

Item 1. Business, page 5

1.Please identify all of the crypto assets that you support on your platform and identify all of the crypto asset services that you offer for each asset. Consider using a table or chart to identify the various crypto assets and corresponding services.

Response:

The Company respectfully advises the Staff that it currently offers customers of Robinhood Crypto, LLC (“RHC”) commission-free cryptocurrency1 trading for a select number of crypto

1 RHC is currently available in every U.S. state (except for Hawaii and Nevada) and the District of Columbia, but not all cryptocurrencies are available in every state.

currencies via the Robinhood app. RHC customers are also able to transfer cryptocurrencies supported on our platform into and out of their RHC accounts without commission (with the exception of New York where its regulatory application is still pending). RHC currently supports the following cryptocurrencies for trading and transfer2:

•Aave (AAVE)

•Avalanche (AVAX)*

•Bitcoin (BTC)

•Bitcoin Cash (BCH)

•Chainlink (LINK)

•Compound (COMP)*

•Dogecoin (DOGE)

•Ethereum (ETH)

•Ethereum Classic (ETC)

•Litecoin (LTC)

•Shiba Inu (SHIB)*

•Stellar Lumens (XLM)*

•Tezos (XTZ)*

•Uniswap (UNI)*

•USD Stablecoin (USDC)**

    We also provide real-time market data for certain cryptocurrencies, including those that are not supported on RHC’s platform, for informational purposes only.

    Separately, our Cayman Islands subsidiary, Robinhood Non-Custodial Ltd. (“RHNC”), makes available to users self-custody digital wallet software (the “Robinhood Wallet”) without charge via a web app and/or mobile user interface (separate from the Robinhood app). The Robinhood Wallet currently supports technical compatibility with the Ethereum, Bitcoin, Dogecoin, Polygon, Arbitrum, and Optimism networks, and it does not collect any portion of applicable network or “gas” fees imposed by such networks.

    In response to the Staff’s comment, the Company intends to revise the disclosure that appeared on pages 7 and 8 of our Form 10-K for the fiscal year ended December 31, 2022 (our “2022 10-K”) for inclusion in our Form 10-K for the fiscal year ended December 31, 2023 (our “2023 10-K”) to reflect the information provided above.

Robinhood Crypto, page 7

2.We note that Robinhood Crypto offers a custodial solution in hot and cold wallets and that Robinhood Wallet offers a self-custodied solution. We also note that Robinhood Wallet gives customers “full control over their cryptocurrencies, which means they hold and maintain the private key to their assets.” Please revise to

2 A single asterisk (*) indicates a cryptocurrency is not available for trading in New York. A double asterisk (**) indicates a cryptocurrency is not available for trading in New York or Texas.

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further describe your custodial practices for crypto assets, including the items below:

•Disclose the geographic location where the crypto assets are held in cold wallets and how the private keys are located.

•Describe the technology used from a third-party provider to manage your cryptocurrency, custody, transfer, and settlement operations and material terms of the agreement.

•Identify the person(s) that have access to the crypto assets and whether any persons (e.g., auditors, etc.) are responsible for verifying the existence thereof.

•Also clarify whether any insurance providers have inspection rights associated with the crypto assets held in storage.

•Identify the person(s) that have the authority to release the proceeds from your wallets.

•Discuss how the existence, exclusive ownership and software functionality of private digital keys and other ownership records are validated by the relevant parties.

•Describe any policies and procedures that are in place to prevent self-dealing and other potential conflicts of interest.

•Describe any policies and procedures you have regarding the commingling of assets, including customer assets, your assets, and those of affiliates or others.

•Identify what material changes, if any, have been made to your processes in light of the recent crypto asset market disruption.

Response:

The Company acknowledges the Staff’s comment and has set forth below each item followed by the Company’s response.

•Disclose the geographic location where the crypto assets are held in cold wallets and how the private keys are located.

The Company respectfully advises the Staff that it does not believe that this information is material to an investor’s understanding of its business, taken as a whole, because the geographic location of wallets and keys does not affect the availability of cryptocurrencies to our customers. Furthermore, the Company believes that providing this information could pose a physical security risk and enable bad actors to compromise its systems and gain access to the cryptocurrencies it holds in custody on behalf of its customers.

•Describe the technology used from a third-party provider to manage your cryptocurrency, custody, transfer, and settlement operations and material terms of the agreement.

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The Company intends to revise the disclosure that appeared on pages 7 and 8 of our 2022 10-K for inclusion in our 2023 10-K to disclose that RHC uses a third-party industry-standard vendor to help maintain private keys to its wallets. The Company does not believe that the terms of its agreement with such vendor are material to an investor’s understanding of its business, taken as a whole.

•Identify the person(s) that have access to the crypto assets and whether any persons (e.g., auditors, etc.) are responsible for verifying the existence thereof.

The Company intends to revise the disclosure that appeared on pages 7 and 8 of our 2022 10-K in our 2023 10-K to disclose that RHC has strict controls in place to restrict the movement of coins, that more than one person is required to initiate and approve each transfer, and that only a small group of higher-level employees have the necessary privileges to add and authorize new addresses or to release proceeds from wallets. The Company advises the Staff that its internal audit and compliance teams are responsible for verifying the Company’s cryptocurrency holdings, as reflected in the disclosures in its financial statements pursuant to Staff Accounting Bulletin No. 121 (“SAB 121”). In connection with these procedures, they also verify the existence of the individuals that have access to the cryptocurrencies. The Company respectfully notes that identifying these individuals presents a security risk to both the individuals and potentially our customers’ cryptocurrencies and does not provide material information regarding our controls and procedures beyond the additional disclosure we intend to provide, as described herein. Ernst & Young LLP, the Company’s independent registered public accounting firm, reviews financial statements in the Company’s Form 10-Qs and audits the financial statements in our Form 10-Ks, which contain the disclosures required by SAB 121.

•Also clarify whether any insurance providers have inspection rights associated with the crypto assets held in storage.

The Company respectfully advises the Staff that it does not believe that this information is material to an investor’s understanding of our business, taken as a whole. The Company notes for the Staff, however, that while there is no provision in our insurance policies giving the insurance provider the right to inspect its cryptocurrencies, the insurance providers are permitted to interview employees and review pertinent records.

•Identify the person(s) that have the authority to release the proceeds from your wallets.

The Company respectfully advises the Staff that it does not believe that this information is material to an investor’s understanding of its business, taken as a whole, and that identifying these specific persons presents a security risk to the individuals themselves, as well as potentially puts customers’ cryptocurrencies at heightened risk. However, as noted above, the Company intends to revise the disclosure that appeared on pages 7 and 8 of our 2022 10-K for inclusion in our 2023 10-K to disclose that only a

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small group of higher-level employees have the necessary privileges to release proceeds from the wallets.

•Discuss how the existence, exclusive ownership and software functionality of private digital keys and other ownership records are validated by the relevant parties.

The Company intends to revise the disclosure that appeared on pages 7 and 8 of our 2022 10-K for inclusion in our 2023 10-K to disclose that RHC maintains custody of its customers’ cryptocurrencies in omnibus wallets on behalf and for the benefit of its customers and maintains records of customers’ ownership and account balances of cryptocurrencies.

•Describe any policies and procedures that are in place to prevent self-dealing and other potential conflicts of interest.

The Company intends to revise the disclosure that appeared on pages 7 and 8 of our 2022 10-K for inclusion in our 2023 10-K to disclose that RHC has anti-money laundering and insider trading programs intended in part to prevent self-dealing and other potential conflicts of interest, including with respect to its cryptocurrency services. We believe that these procedures address the most significant potential concerns related to self-dealing and other potential conflicts of interest.

•Describe any policies and procedures you have regarding the commingling of assets, including customer assets, your assets, and those of affiliates or others.

As disclosed on page 7 of our 2022 10-K, the overwhelming majority of cryptocurrency coins on the Company’s platform are held in cold storage, though some coins are held in hot wallets to support day-to-day operations. The Company notes for the Staff that, other than the coins held in hot wallets to support day-to-day operations, there is no commingling of funds nor does the Company engage in any proprietary trading.3The Company has also implemented daily and monthly controls to ensure the cryptocurrencies in custody are maintained in the same amounts obligated to customers. The Company intends to revise the disclosure that appeared on pages 7 and 8 of our 2022 10-K for inclusion in our 2023 10-K to disclose that RHC does not engage in lending transactions with cryptocurrencies held on behalf of its customers.

•Identify what material changes, if any, have been made to your processes in light of the recent crypto asset market disruption.

The Company does not believe that this information is material to an investor’s understanding of its business, taken as a whole, but respectfully advises the Staff that the

3 RHC sometimes purchases small amounts of cryptocurrency to support the operations of its business, and does not seek to profit from an increase in the value of such assets.

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Company has not made any material changes to its custodial processes for cryptocurrencies in light of the recent cryptocurrency market disruption.

Intellectual Property, page 15

3.We note the importance of your intellectual property to your business under this heading and in your Risk Factor disclosure beginning on page 96 of your Form 10-Q for the period ended June 30, 2023. Please revise your disclosure to specify the duration of your material trademarks, patents, copyrights, domain names, and license and assignment agreements.

Response:

The Company respectfully advises the Staff that it does not believe that its proprietary technology is dependent on any single patent, trademark, copyright, domain name, license, assignment agreement, or any other form of intellectual property, or any groups of related intellectual property. In response to the Staff’s comment, the Company intends to revise the disclosure that appeared on pages 15 and 16 of our 2022 10-K for inclusion in our 2023 10-K to specify the duration of any material trademarks, patents, copyrights, domain names, and license and assignment agreements.

Item 2. Properties, page 68

4.Please revise to disclose the use or function of your international offices in the United Kingdom, Netherlands and India. Refer to Item 102 of Regulation S-K.

Response:

The Company acknowledges the Staff’s comment, and respectfully advises the Staff that the Company’s corporate headquarters in Menlo Park, California, where our co-founders are located, are the only physical properties it considers to be material. The Company does not consider any of its other physical office locations, including any of its international offices, to be material as set forth in Item 102 of Regulation S-K, because they are, in each case, simply office space to support our operations as described in Item 2 of our 2022 10-K.  The Company’s physical office locations consist of general-purpose commercial office space, which is readily available at competitive or market rates in the locations where we presently have offices. In response to the Staff’s comment, the Company intends to revise the disclosure that appeared on page 68 of our 2022 10-K for inclusion in our 2023 10-K as follows (with additions shown as bold, underlined text and deletions shown as strikethrough text):

“We lease facilities under operating leasesOur corporate headquarters are located in Menlo Park, California, where we currently have lease commitments for multiple facilities with various expiration dates through 202633. We otherwise lease officeThese facilities are located throughout the United States and other countries around the world for engineering, sales, marketing, and operations, as well as general and administrative purposes., including

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United Kingdom, Netherlands, and India. Our leased locations include our corporate headquarters located in Menlo Park, California and offices in Denver, Colorado, Lake Mary, Florida, New York, New York, and Washington, D.C.

We believe our facilities are suitable for their present and intended purposes and are operating at a level consistent with the requirements of the industry in which we operate. We also believe that our leases are at competitive or market rates and do not anticipate any difficulty in leasing suitable additional space upon expiration of our current lease terms.”

Management's Discussion and Analysis of Financial Condition and Results of Operations

Key Factors Driving Our Performance, page 76

5.Throughout this disclosure and elsewhere you refer to your users as customers. We also note disclosure in your initial public offering prospectus on pages 1 and 126 that highlights your use of the terms "users" and "customers" in relation to the definition of customers in ASC 606. Please tell us your consideration for providing similar disclosure in your annual and quarterly reports under the Exchange Act. In addition, in your response tell us how many Robinhood Gold users/customers you have and your consideration for separately disclosing information about the number of these users.

Response:

The Company respectfully advises the Sta