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Document

June 17, 2024

VIA EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Mark Brunhofer

David Gessert

Sandra Hunter Berkheimer

Michelle Miller

Office of Crypto Assets

RE:    Robinhood Markets, Inc.

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

Form 10-K for the Fiscal Year Ended December 31, 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 set forth in the Staff’s letter to the Company, dated May 3, 2024, in relation to the above-referenced filings and our prior response letters dated October 19, 2023 (the “October Response Letter”) and March 1, 2024 (the “March Response Letter”).

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, 2023

Business Custody, page 8

1.We note that in the third paragraph on page 9 you revised previous disclosure to now indicate that you purchase small amounts of cryptocurrency to support your business operations whereas in the past you indicated that you did not hold cryptocurrency for your own account. Please address the following:

•Tell us when you began purchasing small amounts of cryptocurrency to support your business operations;

•Tell us the dollar amounts and names of each cryptocurrency held at each balance sheet date in your filing;

•Tell us how you use the cryptocurrency you purchased to support your business operations; and

•In your response to the previous bullet, explain whether you sell or otherwise transfer the purchased cryptocurrency to platform users and, if so, explain whether you are the principal in those transactions, referencing the authoritative literature you rely upon to support your position.

Response:

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

•Tell us when you began purchasing small amounts of cryptocurrency to support your business operations.

The Company respectfully advises the Staff that it began purchasing small amounts of cryptocurrency in order to support its day-to-day business operations (as described below) in 2018, shortly after it launched its Robinhood Crypto feature.1 The Company began to maintain a balance of USDC as a backup settlement method for weekend transactions (as described below) starting in May 2023 in response to the failure of several banks that had supported its cryptocurrency liquidity during weekend hours, although the Company had not then experienced (and has not since experienced) any failures in its routine cryptocurrency settlement transactions.

•Tell us the dollar amounts and names of each cryptocurrency held at each balance sheet date in your filing.

The Company respectfully advises the Staff that it has included the dollar amounts (rounded to the nearest thousand) and names of each cryptocurrency that the Company had purchased to support its business operations and held as of December 31, 2022 and December 31, 2023, below, for Robinhood Crypto, LLC (“RHC”) operations in the U.S., and Robinhood Europe, UAB (“RHEC”) operations in select jurisdictions in the EU, respectively.

1 In operating Robinhood Crypto, the Company operates through its wholly-owned subsidiaries (RHC in the United States and RHEC in select jurisdictions in the EU, each as defined below).

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RHC Operations

Coin2 Value of Firm Holdings as of December 31, 2023

 Value of Firm Holdings as of December 31, 2022

 (USD, in thousands)

 (USD, in thousands)

Avalanche (AVAX) $0 $0

Bitcoin (BTC) $7 $1

Bitcoin Cash (BCH) $0 $0

Cardano (ADA)3 $0 $0

Dogecoin (DOGE) $0 $0

Ethereum (ETH)4 $865 $6

Ethereum Classic (ETC)

 $0 $0

Litecoin (LTC) $0 $0

Polygon (MATIC)3

 $18 $0

Solana (SOL)3

 $18 $0

Stellar Lumens (XLM) $0 $0

Tezos (XTZ) $0 $0

USD Stablecoin (USDC) $20,000 $0

2 The Company held a balance of all coins listed above as of the date noted; where the amount is listed as $0, the unrounded amount was less than $500 and rounded to $0. Certain cryptocurrencies the Company supports on the RHC platform (e.g., Aave (AAVE), Chainlink (LINK), Compound (COMP), Shiba Inu (SHIB), and Uniswap (UNI) in the U.S.) are not included above because they are part of a group of tokens that was created using the Ethereum blockchain known as “Ethereum Request for Comment 20” (“ERC-20”) and network fees for transactions involving these cryptocurrencies are paid in ETH (not in native coin), so the Company does not need to purchase those cryptocurrencies to cover network fees (as described below).

3 MATIC and SOL are included in this list even though RHC no longer supports these cryptocurrencies because RHC continues to support customer deposits and withdrawals of USDC on the Polygon and Solana blockchains. ADA is included on this list even though RHC no longer supports this cryptocurrency, because although when RHC ceased supporting ADA it liquidated all customer funds held in ADA, a small amount of RHC funds held in ADA previously purchased to cover network fees was not yet liquidated as of December 31, 2023.

4 The amount of ETH held by the Company as of December 31, 2023 and 2022 to support business operations is relatively higher than the balances of other cryptocurrencies held (other than USDC), because: (i) more network fees are paid in ETH as a result of ERC-20; and (ii) with respect to ETH held as of December 31, 2023, due to an ETH protocol change (EIP-1559), the Company began to receive a refund when Estimated Network Fees (defined below) paid in ETH exceeded actual network fees incurred. Although the differences between the Estimated Network Fees owed by customers and actual network fees incurred were de minimis on an individual basis (typically less than $0.01 per transaction), these amounts accumulated over time into a larger aggregate balance, which the Company intends to partially liquidate to maintain an ETH balance more closely aligned with business operational needs.

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RHEC Operations

Coin5 Value of Firm Holdings as of December 31, 2023

 Value of Firm Holdings as of December 31, 20226

 (USD, in thousands)

 (USD, in thousands)

Arbitrum (ARB) $0 N/A

Avalanche (AVAX) $1 N/A

Bitcoin (BTC) $1 N/A

Bitcoin Cash (BCH) $0 N/A

Cardano (ADA) $0 N/A

Celestia (TIA) $0 N/A

Cosmos (ATOM) $0 N/A

Dogecoin (DOGE) $0 N/A

EOS (EOS) $0 N/A

Ethereum (ETH) $2 N/A

Ethereum Classic (ETC) $0 N/A

Fantom (FTM) $0 N/A

Litecoin (LTC) $0 N/A

Near (NEAR) $0 N/A

Optimism (OP) $0 N/A

Polkadot (DOT) $0 N/A

Ripple (XRP) $0 N/A

Solana (SOL) $0 N/A

Stellar Lumens (XLM) $0 N/A

Tezos (XTZ) $0 N/A

•Tell us how you use the cryptocurrency you purchased to support your business operations.

The Company uses the cryptocurrency it purchases to support its operations in three ways. Each cryptocurrency network may assess fees in order to process “send” and “receive” transactions on the relevant network. Fees vary depending on network congestion or other network factors outside of the Company’s control. When a customer prepares to initiate a “send” transaction, the Company determines an estimate for the network fees (the “Estimated Network

5 The Company held a balance of all coins listed above as of the date noted; where the amount is listed as $0, the unrounded amount was less than $500 and rounded to $0. Certain cryptocurrencies the Company supports on the RHEC platform (e.g., AAVE, LINK, COMP, Decentraland (MANA), Dogwifhat (WIF), The Graph (GRT), Jupiter (JUP), Pepe (PEPE), Sandbox (SAND), SHIB, Toncoin (TON), UNI, USDC, and Wormhole (W)) are not included in the list above because they are ERC-20 tokens and network fees for transactions involving these coins are paid in ETH (not in native coin), so the Company does not need to purchase those cryptocurrencies to cover network fees (as described below). USDC is not used as a backup settlement method for RHEC weekend transactions.

6 RHEC launched crypto operations in Europe in December 2023, so the Company did not purchase any cryptocurrency to support RHEC business operations in 2022.

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Fees”) required by the relevant cryptocurrency network. The Company pays these network fees and deducts the Estimated Network Fees from the amount sent to the external wallet address. Because it can take up to 24 hours to process a “send” transaction, sometimes network conditions change between the time the customer initiates the transaction and when the transaction is completed, which can result in a discrepancy between the Estimated Network Fees and the actual network fees incurred. The Company purchases small amounts of certain cryptocurrencies that it sometimes uses to cover the difference in situations where the Estimated Network Fees ended up being lower than the actual network fees incurred.

The cryptocurrencies the Company purchases are also used to cover the network fees it incurs for coin settlement transactions with liquidity providers.  Because, with the exception of ETH-20 coins, blockchain network fees must be paid in the cryptocurrency of the relevant blockchain, the Company purchases and maintains cryptocurrency sufficient to cover such fees.

Additionally, because the cryptocurrency markets operate 24/7, the Company needs liquidity to settle with market makers over the weekend, when most traditional financial institutions are not open. In May 2023, the Company began to maintain a balance of USDC as a backup settlement method for RHC weekend transactions as a precautionary measure in response to the failure of certain banks that had supported its cryptocurrency liquidity during weekend hours in the U.S., although the Company has not experienced any failures in its cryptocurrency settlement transactions. This balance is only used to settle with the Company’s market makers and always maintained in the Company’s custody and control in a separate firm-owned wallet, and never co-mingled with customer funds. The amount of USDC that the Company holds at any given time is determined by anticipated trading volumes. RHC and some of its liquidity providers have put agreements in place such that, if a settlement outside of banking hours is necessary, and settling with USD is not an available option for either party for any reason, the parties may agree to settle with USDC in lieu of USD at a 1:1 rate. USDC is a stablecoin that is considered a financial asset (i.e., not a nonfinancial, intangible asset). The balance of USDC owned by the Company is carried on its balance sheet as part of other current assets, and disclosed as part of the fair value of financial instruments table.

•In your response to the previous bullet, explain whether you sell or otherwise transfer the purchased cryptocurrency to platform users and, if so, explain whether you are the principal in those transactions, referencing the authoritative literature you rely upon to support your position.

The Company does not sell or otherwise transfer any cryptocurrency purchased by it to its platform users, except to support specific promotions as described below.

The Company has entered into several arrangements for promotions that are funded by third parties (e.g., “Learn and Earn” where users can read a lesson about the crypto token in exchange for a small amount of the token). These third parties at times have funded these promotions with their native token, which the Company immediately liquidates to fiat currency (within a few days). At the same time the Company recognizes this fiat asset (cash), it also recognizes a liability to return the funds if not used. The Company uses market orders funded by

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this fiat budget for settlement with market makers at the end of the day in arrears to purchase cryptocurrencies that are earned by customers under the promotion, and deposit the respective cryptocurrency into the customer account. Upon settlement, the Company derecognizes the cash and the corresponding liability to return the funds. The Company purposefully takes this incremental operational step so as to not carry balances of cryptocurrency that are directly deposited into its customers accounts.

Risk Factors

Cryptocurrency laws, regulations, and accounting standards are often difficult to interpret... , page 59

2.We note the revisions made in response to prior comment 1 that “after consultation with internal and external legal counsel, [you] believe that the cryptocurrency [you] hold in custody for users of [y]our platform should be respected as users’ property (and should not be available to satisfy the claims of [y]our general creditors) in the event [you] were to enter bankruptcy” and we reissue the comment in part. In future filings, please disclose whether you have obtained an opinion from counsel in this regard.

Response:

The Company intends to revise the disclosure that appeared on page 60 of its Form 10-K for the fiscal year ended December 31, 2023 as follows (with additions shown as bold, underlined text):

“Based on the terms of our user agreement, the structure of our crypto offerings, and applicable law, and, although we have not obtained a formal legal opinion on this matter, after consultation with internal and external legal counsel, we believe that the cryptocurrency we hold in custody for users of our platform should be respected as users’ property (and should not be available to satisfy the claims of our general creditors) in the event we were to enter bankruptcy.”

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

Key Performance Metrics, page 80

3.We note your response to prior comment 4 and the change of the title of your key performance metric “Net Cumulative Funded Accounts” to “Funded Customers” in conjunction with this filing. Please address the following:

•Even if the 5.2 million non-unique users identified in your response were unique individual customers, that amount would represent only 22.2% of your 23.4 million Funded Customers at December 31, 2023. Tell us why it is appropriate to consider at least 18.2 million users (or at least 77.8% of your Funded Customers) as customers if they pay you no consideration for access to your platform or for other services.

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•In your response you indicate that you determined that all users would be treated as customers under ASC 606. As “would be” is future tense, please tell us whether you currently (as of both December 31, 2023 and the date of your response) consider all of your users to be customers under the definition in ASC 606-10-20. If so, provide us your analysis supporting your claim. In your response, specifically identify for us each new product and feature that did not exist at the time of your initial public offering indicated in your response to prior comment 4 and explain how they result in all users being customers under GAAP.

•Also, in your response you indicate that you would apply the consideration payable to a customer guidance for all users. Address the following:

◦Tell us what consideration you pay to users;

◦Explain how you account for each type of consideration and reference the authoritative literature you rely upon to support your accounting;

◦If all users are customers, tell us why you continue to reflect awards under your Robinhood Referral Program as marketing expenses as disclosed on pages 86, 93 and 117; and

◦Tell us whether you assess whether the user compensated under the Robinhood Referral Program is a customer under GAAP and, if so, whether you record the payment as a reduction of revenues. If no to either question, tell us why not.

•Assuming that the majority of your platform users are not customers under GAAP, tell us your consideration of reinstating prominent di