United States securities and exchange commission logo





                               September 21, 2023

       Vladimir Tenev
       Chief Executive Officer
       Robinhood Markets, Inc.
       85 Willow Rd
       Menlo Park, CA 94025

                                                        Re: Robinhood Markets,
Inc.
                                                            Form 10-K filed
February 27, 2023
                                                            Form 10-Q filed
August 3, 2023
                                                            File No. 001-40691

       Dear Vladimir Tenev:

              We have reviewed your filings and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing proposed
       disclosure in response to our comments or advise us as soon as possible
when you will
       respond. If you do not believe our comments apply to your facts and
circumstances, please tell
       us why in your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       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.
       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 further describe your custodial
                                                        practices for crypto
assets, including the items below:
 Vladimir Tenev
Robinhood Markets, Inc.
September 21, 2023
Page 2
                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.
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.
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.
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
FirstName LastNameVladimir Tenev
       in your annual and quarterly reports under the Exchange Act. In
addition, in your
Comapany   NameRobinhood
       response                Markets,
                 tell us how many        Inc. Gold users/customers you have and
your
                                     Robinhood
       consideration
September              for separately
           21, 2023 Page    2         disclosing information about the number
of these users.
FirstName LastName
 Vladimir Tenev
FirstName
RobinhoodLastNameVladimir  Tenev
          Markets, Inc.
Comapany 21,
September NameRobinhood
              2023        Markets, Inc.
September
Page 3    21, 2023 Page 3
FirstName LastName
Comparison of the Years Ended December 31, 2022 and 2021
Revenues
Net Interest Revenues, page 82

6.       We note the table presented on page 83 that "summarizes
interest-earning assets, the
         revenue or expense generated by these assets, and their respective
annualized yields
         (computed based on average balance over the quarter)." Please address
the following:
             Tell us why and how interest-earning assets would generate
interest expense,
             otherwise represent to us that you will revise your introductory
sentence in future
             filings to clarify.
             Tell us why you indicate that you annualized the yield
computations when each
             period presented is an annual period, otherwise represent to us
that you will revise
             your introductory sentence in future Form 10-K filings to remove
reference to
             annualization.
             Although you indicate in your introductory sentence that the
annualized yields were
             computed based on the average balance over the quarter, it is
apparent from the tables
             and footnote 4 thereto that the average balance used to compute
yields is a simple
             average. As by their nature, simple averages assume straight-line
increases or
             decreases in relevant balances that rarely if ever occur. As a
result, tell us your
             consideration for providing averages calculated at more frequent
intervals and how
             your presented yields are meaningful.
             In conjunction with your response to the prior bullet, tell us the
yields for each period
             presented for each column in the table (i.e., margin book, cash
and deposits, cash-
             sweep, total interest-earning assets, and net interest revenue)
calculated with the
             following balance averages:
                o  Month end averages (i.e., 13 total balances including the
end of the prior year);
                o  Quarter end average (i.e., 5 total balances);
                o  Weekly averages; and
                o  Daily averages, assuming the data is available and will not
involve unwarranted
                   or undue burden or expense.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk, page 94

7.       We note your election to provide disclosure under the sensitivity
analysis option of Item
         305(a)(1)(ii) of Regulation S-K. Please tell us how your hypothetical
100 basis point
         increase or decrease in interest rates at December 31, 2022 would have
a positively
         correlated impact of approximately 10% on total net revenues. In your
response:
             Tell us how you derived the approximately 10% impact;
             Explain the time period over which this hypothetical change in
interest rate impacts
             total net revenues;
             Explain how a hypothetical change in interest rates at a point in
time impacts
             revenue, an account that reflects activity over a period of time;
 Vladimir Tenev
FirstName
RobinhoodLastNameVladimir  Tenev
          Markets, Inc.
Comapany 21,
September NameRobinhood
              2023        Markets, Inc.
September
Page 4    21, 2023 Page 4
FirstName LastName
                Tell us how your disclosure expresses the potential loss (or
gain) in future earnings,
              fair values or cash flows as stipulated in paragraph (A) of the
guidance referenced
              above;
                Tell us your consideration for providing average, high, and low
sensitivity analysis
              amounts over multiple periods as indicated in Instructions 1A and
1B to Item 305(a)
              of Regulation S-K; and
                Tell us whether you believe the 100 basis point increase or
decrease in interest rates
              is reasonably possible in the near-term as stipulated in
Instruction 3A to Item 305(a)
              of Regulation S-K, specifically explaining whether you believe a
decrease in interest
              rates is reasonably possible given the current levels of
inflation and actions taken by
              the Federal Reserve Board.
Notes to the Consolidated Financial Statements
Note 1: Description of Business and Summary of Significant Accounting Policies
Segment Information, page 109

8.       You disclose that you operate and report financial information in one
operating segment.
         In the first paragraph on page 12 of your June 30, 2023 Form 10-Q, you
disclose that
         you reorganized your management reporting from a single entity-level
reporting unit for
         goodwill impairment testing purposes into four reporting units, but
continue to operate
         and report in one operating segment. In the second full paragraph on
page 74, you
         disclose that in August 2022 you restructured your organization into a
GM (presumably
         general manger) structure under which GMs have started to assume broad
responsibility
         for your individual businesses. Please tell us why you have only one
operating and
         reporting segment and reference for us the authoritative literature
you rely upon to support
         your disclosure. In your response, at a minimum, ensure that you
address the following:
             Tell us what four reporting units you identified for goodwill
impairment testing
              purposes.
             Tell us whether these four reporting units are consistent with the
"individual
              business" identified in your August 2022 restructuring
disclosure. If not, separately
              tell us these individual businesses.
             Tell us who manages these individual businesses, provide their
titles, and tell us
              whether (explaining why or why not) these individuals are the
segment managers
              identified in ASC 280-10-50-7.
             Tell us the financial information (including key performance
metrics) that the
              managers in the preceding bullet evaluate as part of their
management
              responsibilities. Tell us how often they review this information.
             If you believe the managers in the preceding bullets are not
segment managers,
              explain how they can have "broad responsibility" for their
individual businesses
              without assessing and evaluation financial performance.
             Identify for us your chief operating decision maker (CODM).
             Tell us what level of financial information (including key
performance metrics) your
              CODM reviews and how frequently they review the information.
 Vladimir Tenev
Robinhood Markets, Inc.
September 21, 2023
Page 5
Revenue Recognition
Other Revenues, page 110

9.       It is unclear whether you account for proxy revenues in 2022 earned by
your consolidated
         subsidiary, Say Technologies, the same as your proxy rebates. Please
tell us how you
         recognize proxy revenue and reference for us the authoritative
literature you rely upon to
         support your accounting. In your response, ensure you clarify whether
the delivery of
         these services is a point in time or over time performance obligation
and explain why.
Share-based Compensation
Market-Based RSUs, page 113

10.      In the last sentence on page 113 you indicate, in part, that
share-based compensation
         related to remaining market-based conditions to be met will be
recorded over the
         remaining derived requisite service period. Please tell us how a
market-based condition
         being met is consistent with the guidance in ASC 718-10-30-27 and 35-4
indicating that a
         market condition is not a vesting condition and that previously
recognized compensation
         cost for an award with a market condition shall only be reversed if
the requisite service is
         not rendered.
Legal and Regulatory Matters, page 145

11.      For each matter disclosed, please revise your disclosure of the relief
sought to include the
         amount of any monetary damages sought. For example only, quantify to
the extent known
         the dollar amounts or range for the damages, restitution and
disgorgement sought in the
         litigation related to March 2020 Outages and Best Execution, Payment
for Order Flow,
         and Sources of Revenue Civil Litigation. Similarly, quantify amounts
sought for statutory
         and treble damages sought in the text message litigation, monetary
damages sought in
         connection with the federal antitrust and state law tranches in the
early 2021 trading
         restrictions matters litigation, compensatory damages sought in the
IPO litigation filed by
         Mr. Golubowski and the damages sought in the IPO litigation filed by
Mr. Zito.
Form 10-Q for the Period Ended June 30, 2023
Item 1A. Risk Factors, page 55

12.      To the extent material, describe any gaps your board or management
have identified with
         respect to risk management processes and policies in light of recent
crypto asset market
         conditions as well as any changes they have made to address those
gaps.
We might need additional capital to provide liquidity..., page 62
FirstName LastNameVladimir Tenev
13.    Please revise to disclose whether you have experienced excessive
redemptions or
Comapany    NameRobinhood
       withdrawals,           Markets, Inc.
                     or have suspended  redemptions or withdrawals, of crypto
assets and explain
       the potential
September  21, 2023effects
                     Page 5on your financial condition and liquidity.
FirstName LastName
 Vladimir Tenev
FirstName
RobinhoodLastNameVladimir  Tenev
          Markets, Inc.
Comapany 21,
September NameRobinhood
              2023        Markets, Inc.
September
Page 6    21, 2023 Page 6
FirstName LastName
Risks Related to Cryptocurrency Products and Services
The loss, destruction or unauthorized use or access of a private key..., page
85

14.      Please revise to describe the terms and provisions of your insurance
policies, including
         insurance policies covering the crypto assets that you hold on behalf
of customers in
         wallets in your custody, including, the amount of coverage, term,
termination provisions,
         renewal options and limitations on coverage.
Any particular cryptocurrency's status as a "security" is subject to a high
degree of uncertainty
and if we have not properly..., page 87

15.      We note your risk factor disclosure that the legal test for
determining whether any given
         cryptocurrency is a security    evolves over time." Please remove this
statement as the legal
         tests are well-established by U.S. Supreme Court case law and the
Commission and staff
         have issued reports, orders, and statements that provide guidance on
when a crypto asset
         may be a security for purposes of the U.S. federal securities laws.
16.      We note your risk factor disclosure here that:
             The SEC generally does not provide advance guidance or
confirmation on the
              status of any particular cryptocurrency as a security; and
             With respect to all other cryptocurrencies there is currently no
certainty under the
              applicable legal test that such assets are not securities.
         Please remove or revise these statements in light of the fact that the
Commission
         has identified numerous crypto assets as securities, the legal tests
are well-established by
         U.S. Supreme Court case law, and the Commission and staff have issued
reports, orders
         and statements that provide guidance on when a crypto asset may be a
security for
         purposes of the U.S. federal securities laws.
17.      You state on page 88 that you    could be subject to judicial or
administrative sanctions for
         failing to offer or sell the cryptocurrency in compliance with
securities registration
         requirements, or for acting as a securities broker or dealer without
appropriate
         registration.    To the extent material, please revise to describe the
risks associated with
         operating as an unregistered national securities exchange and clearing
agency, as well as
         offering a self-custodial crypto wallet, as referenced in the
preceding paragraph.
 Vladimir Tenev
FirstName
RobinhoodLastNameVladimir  Tenev
          Markets, Inc.
Comapany 21,
September NameRobinhood
              2023        Markets, Inc.
September
Page 7    21, 2023 Page 7
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Mark Brunhofer at 202-551-3638 or Michelle Miller at
202-551-3368 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at 202-551-3448 or Sandra Hunter Berkheimer at
202-551-3758 with
any other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Crypto
Assets
cc:      John Markle