United States securities and exchange commission logo





                             May 3, 2024

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

                                                        Re: Robinhood Markets,
Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2022
                                                            Form 10-K for the
Fiscal Year Ended Decemeber 31, 2023
                                                            File No. 001-40691

       Dear Vladimir Tenev:

              We have reviewed your March 1, 2024 response to our comment
letter and have the
       following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

              After reviewing your response to this letter, we may have
additional comments. Unless
       we note otherwise, any references to prior comments are to comments in
our February 1,
       2024 letter.

       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
 Vladimir Tenev
FirstName
RobinhoodLastNameVladimir  Tenev
            Markets, Inc.
Comapany
May  3, 2024NameRobinhood Markets, Inc.
May 3,
Page 2 2024 Page 2
FirstName LastName
                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.
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.
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.
             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:
               o   Tell us what consideration you pay to users;
               o   Explain how you account for each type of consideration and
reference the
                   authoritative literature you rely upon to support your
accounting;
               o   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
               o   Tell us whether you assess whether the user compensated
under the Robinhood
 Vladimir Tenev
FirstName
RobinhoodLastNameVladimir  Tenev
            Markets, Inc.
Comapany
May  3, 2024NameRobinhood Markets, Inc.
May 3,
Page 3 2024 Page 3
FirstName LastName
                    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 disclosure
similar to that provided
              in your initial public offering prospectus that highlights your
use of the terms "users"
              and "customers" in relation to the definition of customers in ASC
606. As some of
              your users currently meet the definition of customers, it would
be reasonable to
              highlight that some users are customers with appropriate
description of the level of
              your users/Funded Customers that are customers.
4.       We note the addition of a new key performance metric titled Growth
Rate with respect to
         Net Deposits and that it is relative to AUC at the end of the
preceding 12-month period.
         From information on page 83, this metric was 27% in 2023. Considering
the decline in
         year-over-year Net Deposits from $18.4 million in 2022 to $17.1
million in 2023 and that
         the remaining increase in AUC in 2023 from 2022 is attributable to net
market gains of
         $23.3 million, please address the following:
             Tell us what this key performance metric is meant to explain in
relation to your 2023
              business results and trends considering the underlying
year-over-year decline in Net
              Deposits and remaining increase in AUC attributable to net market
gains.
             Tell us the basis of the title, Growth Rate with respect to Net
Deposits, since the 27%
              you reflect is relative to AUC at the end of the fourth quarter
of 2022 and inconsistent
              with the 4% decline in Net Deposits from $18.4 million in 2022 to
$17.1 million in
              2023. In your response, tell us your consideration for linking
the title of this metric
              primarily to the growth in AUC as it is calculated based on prior
period AUC and
              appears to explain the AUC growth related to Net Deposits and not
the change in the
              rate of Net Deposits.
5.       Please tell us why Net Deposits is a meaningful key performance metric
to financial
         statement users. In your response, tell us your consideration for also
disclosing deposits
         and withdrawals separately as these metrics would appear to be more
closely related to
         your transaction-based revenues that reflect the volume of
transactions regardless of
         whether a user buys or sells assets and net presentation would not
reflect this volume.
6.       Based on your definitions of Funded Customers and Monthly Active
Users, it is unclear
         why the number of Monthly Active Users for the year ended 2023 of 10.9
million would
         be significantly less than Funded Customers of 23.4 million. We also
note that prior to the
         period ending September 30, 2021, the number of Funded Customers,
previously referred
         to as Net Cumulative Funded Accounts, and Monthly Active Users were
more closely
         aligned. Please reconcile for us the difference between these two
metrics and explain the
         change in your business and/or user activity that has caused these
metrics to significantly
         diverge from 2021 through 2023, including since both metrics are
derived based on
            accounts   . In your response, tell us your consideration for
disclosing the cause of this
         divergence.
 Vladimir Tenev
Robinhood Markets, Inc.
May 3, 2024
Page 4


       Please 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 David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at
202-551-3758 with any
other questions.



                                                          Sincerely,
FirstName LastNameVladimir Tenev
                                                          Division of
Corporation Finance
Comapany NameRobinhood Markets, Inc.
                                                          Office of Crypto
Assets
May 3, 2024 Page 4
cc:       John Markle
FirstName LastName