HOODRobinhood Markets

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.

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.

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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.

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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: •

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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.

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.

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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.

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.

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.

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 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.

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

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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.

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. Read in the reply ↗

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.

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.

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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

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.”

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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.

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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.

The Company respectfully advises the Staff that during the initial public offering users of Robinhood did not meet the definition of a customer as defined in ASC 606, Revenue from Contracts with Customers (“ASC 606”) as such users had not contracted with Robinhood to provide them a service in exchange for consideration as noted in response #3 in the Robinhood Markets, Inc. Confidential Submission of Amendment No. 2 to Draft Registration Statement on Form S-1 letter dated May 28, 2021.

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During the year-ended December 31, 2022, the Company began to offer new broad-based features to users in exchange for consideration from the users. Due to these changes, users met the definition of a customer, as defined in ASC 606-20-10, and the prior disclosure was no longer applicable. As a result of this change, the Company began to assess all payments to users under the consideration paid to customers framework outlined in ASC 606 and began to treat these payments as a reduction of revenue, when appropriate.

Regarding disclosure of the number of Robinhood Gold customers, the Company respectfully calls your attention to page 84, where we state, “as a result of a decrease in paid subscribers to Robinhood Gold from 1.3 million to 1.1 million.” Starting in Q3 2023, the Company intends to disclose the number of Robinhood Gold customers for each of the income statement periods presented.

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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

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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, cashsweep, 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.

In response to the Staff’s comment, the Company intends to revise the disclosure that appeared on page 83 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):

“The following table summarizes interest-earnings assets, the revenue or expense generated by these assets, and their respective annualized yields (computed based on average balances over the quarter):”

The Company respectfully advises the Staff that the Company began presenting the interest-earning asset table in our Form 10-Q for the

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period ended September 30, 2022, and has, and will, continue to provide the table on a quarterly basis moving forward. As such, the Company does provide the calculation at more frequent intervals and believes the combination of available information on a quarterly and annual basis provides material information to users of the filings.

As requested by the Staff, the Company has recreated the table with month end and quarter end averages below. The Company respectfully advises the Staff that calculations with weekly or daily averages are not possible to recreate without unwarranted or undue burden because information is not readily available on a daily or weekly basis for the balances of interest-earning assets or interest income without assistance from third parties to obtain such balances and perform an allocation of interest income from a monthly period to daily and weekly periods. Furthermore, the Company does not believe that such weekly or daily averages are material to an investor’s understanding of our business, taken as a whole, because we do not believe that weekly or daily averages present any more useful trend information to investors than monthlyand quarter-end averages.

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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.

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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; • 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.

In response to the Staff’s comment, the Company intends to revise the disclosure that appeared on page 94 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) to address more clearly how the impact is calculated, what time period the impact refers to and how the analysis impacts potential loss (or gain) and cash flows of the Company:

“Our exposure to changes in interest rates primarily relates to interest earned on our cash and cash equivalents, cash and cash equivalents segregated under federal

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and other regulations, deposits with clearing organizations, restricted cash, investments in debt securities and margin loans. We use a net interest sensitivity analysis, which applies a hypothetical 100 basis point increase or decrease in interest rates to the period end balances of the items above, to evaluate the effect that changes in interest rates might have on total net revenues, income and cash flows over the prior annual period. The sensitivity analysis assumes the asset and liability structure of the consolidated balance sheet would not be changed as a result of the simulated changes in interest rates.

The results of the analysis based on our financial position as of December 31, 20223, indicate that a hypothetical 100 basis point increase or decrease such a change in interest rates would have had a positively correlated impact of approximately [xx%] on total net revenues, income and cash flows. We note the relationship between interest rate changes and impact on total net revenues, income and cash flows is relatively linear and proportional, meaning a hypothetical 50 or 150 basis point increase or decrease in interest rates would have a positively correlated impact of approximately [x] or [x]% on total net revenues, income and cash flows, respectively.”

The Company further advises the Staff, as noted in the updated disclosure above, the Company’s total net revenues, income and cash flows have a linear and proportional relationship to changes in interest rates. For example, for December 2022, a hypothetical 50 or 150 basis point increase or decrease in interest rates would have had a positively correlated impact of approximately 5 or 15% on total net revenues, income and cash flows, respectively. Due to this relationship, the Company does not believe an average, high or low sensitivity analysis would provide additional useful information to users of the report.

As the Staff noted, the Federal Reserve Board moved quickly to increase interest rates to combat inflation levels, including an increase of 350 basis points in the period from June to December 2022 and another 100 basis points in fiscal year 2023. Additionally, the Company notes from June to November 2019, prior to the COVID-19 pandemic, the Federal Reserve Board decreased interest rates 75 basis points. Finally, the federal target rate futures market currently shows the probability of a rate decrease of 100 basis points or more by Q4 2023 at approximately 18%. Based on this data, we think that a hypothetical 100 basis point decrease in interest rates reflects reasonably possible near-term changes.

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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.

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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.

The Company acknowledges the Staff’s comment and provides the following response:

Executive Summary

The Company has identified Vlad Tenev, Chief Executive Officer (“CEO”), President, Co-Founder, and Chair of the Board of Directors (the “Board”) as the chief operating decision maker (“CODM”) per ASC 280-10-50-5 as he is responsible for the allocation of resources to and assessment of the performance of the Company.

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As detailed below, the CODM regularly reviews operating results at the consolidated level, budgets and forecasts are prepared on a consolidated basis and executive compensation is based solely on total company performance. As a result, the Company has determined that it has operated in one operating and reportable segment before and after the reorganization into the GM structure discussed below.

In August 2022, the Company announced it was reorganizing into a general manager (“GM”) structure in which the GMs would begin to assume broad responsibilities for their respective businesses. At that time, the GMs and their businesses were:

•Brokerage: Steven Quirk, Senior Vice President & GM, Chief Brokerage Officer;

•Crypto: Johann Kerbrat, Senior Director & GM of Crypto;

•Say: Alexander Lebow, Director & GM of Say; and

•Cash: Nafeesa Remtilla, Vice President & GM of Cash.4

4 In September 2023, after the acquisition of X1 Inc., the Cash and X1 teams were combined into a new team, Money, that is led by Deepak Rao, GM and Senior Director.

No discrete financial information for the GMs’ businesses was available during 2022. Starting in Q1 2023, the Company began to produce discrete financial information that was shared with the GMs and, per ASC 350-20-35-34, the four businesses individually were determined to be reporting units. The Company continues to improve its reporting of GM level financial information that may eventually be—but is not currently—shared with and used by the CODM to allocate resources and determine performance, which would potentially change the conclusion of one operating and reportable segment for the Company.

Operating and Reporting Segment Determination

Identify the CODM

The CODM is Vlad Tenev, CEO, President, Co-Founder, and Chair of the Board. The CEO’s primary responsibilities include:

•setting the Company vision, values, and corporate culture;

•establishing company-wide strategy;

•building a competent senior management team;

•reviewing and approving annual budgets as well as the Company’s bonus program;

•assessing performance and allocating resources (e.g., investment in marketing, restructuring, and reduction in force); and

•making key and major decisions in support of the Company’s vision and strategy (e.g., business acquisitions).

Information provided to the CODM

The information prepared by the Company and shared with the CODM on a regular basis has not been significantly impacted by the change to the GM structure announced in August 2022. While the packages have evolved over time they have never contained any measure of financial performance that aligns with the GMs’ businesses or any other breakdown of our business other than at a consolidated basis. The purpose and contents of each of these packages are:

a) Monthly/quarterly finance review: The finance review package is shared with the CODM and his direct reports to review the Company’s performance and consistently includes:

•financial results on a consolidated basis. This includes total net revenues, revenues by type (e.g. transaction, interest, etc), operating expenses excluding share-based compensation, share-based compensation and adjusted EBITDA. The financial information also includes departmental expenses (e.g. finance, legal, compliance) budget versus actual;

•narrative overview of highlights and lowlights specific to the period for the respective businesses, such as new product/features or activity based metrics;

•key performance indicators (“KPI”) that are shared as part of our external reporting; and

•periodic deep dives on general business topics that change depending on recent business activity with examples including headcount summaries by department, customer service key metrics and user cohort metrics.

b) Monthly results summary: The monthly results summary is shared with the CODM and his direct reports. This summary provides a high-level overview of the Company’s financial performance for the month. The summary includes financial results on a consolidated basis including a budget versus actual comparison.

c) Quarterly Chief Financial Officer (“CFO”) report: This is part of the quarterly Board meeting materials that is shared, reviewed, and approved by the CODM prior to the Board meeting. The report includes:

•summary of and deep dives into the CFO’s top priorities and areas of focus for the prior period. The topics change each period but focus on strategic initiatives and does not normally include financial performance discussion;

•KPI and consolidated financial results including budget versus actual comparison;

•Company-wide liquidity position; and

•headcount breakdown analysis by department.

d) Weekly finance metrics dashboard that is provided to the CODM and his direct reports and includes:

•weekly, monthly, and quarterly revenues by source, such as transaction-based revenues by equities, options, and cryptocurrencies, interest revenue on cash, securities lending, and other revenues. These revenue figures are estimated based on internal databases except for interest revenue, which is based on our forecast and not actual results; and

•weekly trends of our externally reported KPIs and other non-financial KPIs.

e) Weekly revenue/Average Revenue Per User (“ARPU”) review is shared with the CODM and his direct reports and includes:

•net revenues by source that is consistently with the Company’s external reporting presentation for public filings. These revenue figures are estimated based on internal databases except for interest revenue, which is based on our forecast and not actual results; and

•weekly ARPU in total and by source of revenue.

Other considerations

Budget and Forecast

The Company’s budgeting process continues to be prepared at a departmental level and has not yet been conformed to the new GM structure. The budget and forecast include the following main workstreams:

•Revenue: forecasted by revenue types that aligns with our presentation of revenue in our periodic reports based on assumptions of the key drivers for each revenue type including customer behavior, trading trends and macroeconomic outlook. These assumptions and the outputs are reviewed and validated by the GMs, their respective teams and the finance and strategy team. These revenue forecasts are then aggregated into a consolidated revenue forecast that is shared with the CODM;

•Operating expenses: budgeted at the department level. The budget is based on spend category (e.g. contractor, software, third-party services, etc.) and forecasted headcount. Assumptions and the outputs are reviewed and validated by the relevant department leads and the finance and strategy team. The department level forecasts are then aggregated into a consolidated operating expense budget; and

•Adjusted EBITDA: derived from the forecasted revenues and operating expenses at the consolidated level.

The initial budget is shared on a consolidated basis with the CODM and includes consolidated revenues, material revenue by type, consolidated total operating expenses and consolidated operating expenses by type (e.g. marketing, compensation and benefits etc). Questions and comments from the CODM are discussed and revisions to the budget and forecast are made accordingly. No information is shared with the CODM at any level but the consolidated level. The budget is eventually shared with the Board for presentation purposes only as the CODM has ultimate approval authority.

Quarterly thereafter, the finance and strategy team reviews the budget versus actual results and, as needed, revises the budget and forecast for the remainder of the year. This review process includes review of the revenues by type and expenditures as well as the headcount needs. Any major deviations from the anticipated performance is discussed with the CFO, CODM, and the Board.

Compensation of CODM and GMs

For fiscal years 2022 and 2023, the compensation programs for the CODM and GMs, or any other employee of the Company, contained no component based on the performance of any single business or business groups. The components of the CODM and GM pay packages are:

•annual base salary;

•cash bonuses that in 2022 were based solely on net cumulative funded accounts and consolidated adjusted EBITDA and in 2023 are based solely on consolidated total net revenues and adjusted EBITDA; and

•restricted stock units that are subject only to time vesting conditions, with the exception of the CODM, who has market-based stock units that are tied to the Company’s share price.

Conclusion

Based on the above, the Company determined that it continues to operate in one operating and reportable segment, as it had before the reorganization into the GM structure. The CODM assesses performance and allocates resources on a consolidated basis, does not regularly receive or review financial information at the GM level, continues to budget at the consolidated level and does not compensate any employee on any metric other than consolidated results. As outlined below, the Company is advancing its ability to regularly develop GM level financial information that may eventually be—but is not currently—shared with and used by the CODM to allocate resources and determine performance, which would potentially change the conclusion of one operating and reportable segment for the Company.

Reporting Unit and Segment Manager Determination

Reporting Unit

On August 2, 2022, the Company announced the reorganization into a GM structure in which the new GMs would begin to assume broad responsibility for their respective individual businesses. Prior to the GM structure, the Company was organized by broad departments, such as product management, engineering, operations, compliance, customer service, human resources, finance, legal, and security. These departmental areas operated on a Company-wide basis and supported all products. No members of the management had any ability to review, or responsibility for, financial performance of individual products or product groupings.

Upon the GM restructuring, reporting lines were changed and the GMs began to oversee their respective businesses, having responsibility over business metrics such as transaction volumes, user growth and headcount, product management, operations, and compliance. Since introducing the GM structure, the Company continues to monitor and evaluate what departmental organizations could and should be decentralized and owned by the GMs. For example, as a result of the ongoing evaluation, the GMs also began to oversee their respective product engineering teams in July 2023.

The Company lacked the ability to produce timely, discrete financial information at the GM level upon the change and during fiscal year 2022. The Company’s finance and strategy team did meet with the GMs during this period to discuss future state GM level profit and loss reporting but did not regularly produce information at the GM level. It was not until January 2023 that the Company began to produce and present operating results at the GM level. These results were preliminary and known internally to be subject to change as a result of an ongoing comprehensive process, with the remaining steps to be completed discussed below under Process and Reporting Changes.

The reporting packages presented to each individual GM were specific to the business and generally contained:

•monthly or quarterly revenue, including budget versus actual;

•measures of activity, such as trading or transacting volumes, and other relevant KPIs such as market share data;

•direct and allocated expenses related to the business; and

•non-financial business updates in areas such as regulatory or compliance.

As the GMs were new to their role, the information in the packages would and continues to evolve period to period as the GMs specify the information they would like to see related to their businesses and the format they would like that information presented. The financial information was primarily generated and shared with the GMs to discuss each revenue and expense allocation, receive feedback on the preliminary allocation methodology, help the GMs better understand their respective business. The financial information has and continues to be iterated each subsequent period.

The Company assesses its reporting unit determination on an ongoing basis consistent with ASC 350. As previously discussed, during 2022 the Company commenced a reorganization into a GM structure in which the GMs would begin to assume broad responsibilities for their respective businesses. Discrete financial information was being shared with the GMs starting in Q1 2023, at which point the Company determined that the four businesses each individually met the definition of a reporting unit under ASC 350-20-35-34.

This change resulted in allocating goodwill on a relative fair value basis and testing goodwill for impairment at the reporting unit level. No goodwill impairment resulted from this assessment. The Company notes that had the determination been made that the four businesses did not constitute reporting units per ASC 350 there would have been no impact on the financial results of the Company.

Segment Manager

The Company notes that per ASC 280-10-50-7, “Generally, an operating segment has a segment manager who is directly accountable to and maintains regular contact with the chief operating decision maker to discuss operating activities, financial results, forecasts, or plans for the segment.” While the GMs meet regularly with the CODM to discuss operating activity and plans for their respective businesses, the GMs and CODM do not discuss financial results or financial forecasts for the businesses during these meetings or otherwise. Therefore, since the GMs do meet with the CODM to discuss operating activities and plans for the segment, we determined that the GMs function as segment management. However, as discussed above, per subpart b) of ASC 280-10-50-1 not being met the individual reporting units identified above are not considered operating segments.

Process and Reporting Changes

Immediately after the GM reorganization, the Company began developing processes and controls to enable it to produce sufficiently precise GM level financial information that did not exist within its enterprise resource planning system at the time of the announcement in August 2022. As described above, since Q1 2023, the Company has been working with each GM to review and iterate on the revenue and expense allocation methodologies while also investing in building the technical capabilities necessary to automate the process of producing the GM level financial information. Below summarizes the remaining primary work streams required and their respective completion or expected completion dates:

•determination of which and how product revenue is allocated to each of the GM’s businesses (completed in Q3 2023);

•determination of which and how direct operating expenses are allocated to the GMs’ businesses (to be completed and finalized in Q4 2023);

•finalizing allocation methodologies for indirect departmental costs to the GMs’ businesses (to be completed and finalized in Q4 2023);

Note: the above three work streams require review and approval by the CFO prior to being considered completed and final

•creating and automating processes to enable the revenue and operating expenses allocation at the GM level (to be completed in Q1 2024); and

•establishing controls and governance over this process, including subsequent update of product hierarchy and allocation methodology, automated system application, and external financial reporting preparation and review (to be completed in Q1 2024).

The Company is using reasonable best efforts to complete these work streams on the timelines indicated. However, due to the difficulty and complex nature of the process and technical changes still remaining to be completed, the final timeline may differ from what is presented above. The Company will continue to monitor and evaluate the information provided to the CODM to assess all applicable accounting standards relevant for the determination of our segments and reporting units.

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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.

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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.

The Company respectfully advises the Staff that while proxy rebates and proxy revenues are both within the scope of ASC 606, Revenue from Contracts with Customers, the performance obligations differ. For proxy rebates, the performance obligation is to provide Robinhood customer holdings data to a third-party proxy services provider so that the third-party proxy services provider can provide proxy services on behalf of Robinhood.

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Robinhood is reimbursed for reasonable expenses incurred in providing this information in accordance with Commission rules and applicable self-regulatory organization fee schedules.

Separately, for proxy revenue earned by the Company’s subsidiary, Say Technologies, LLC (“Say”), Say provides services on behalf of broker dealers, including Robinhood. The services performed by Say are the (i) distribution of proxy materials to shareholders and (ii) collection, tallying, and reporting of shareholder responses during a voting event. Per ASC 606-10-25-21, these services each represent a separate performance obligation. Considering guidance included in ASC 606-10-25-23 through 25-30, each performance obligation is satisfied at a point in time. It is worth noting that the vast majority of proxy services begin and end within the same quarter, meaning revenue recognition cutoff exposure is not material. Therefore, the Company has elected an operational expedient to recognize all revenue upon the completion of the second performance obligation. We will continue to monitor for potential cutoff exposure and adjust our revenue recognition methodology if necessary.

The Company also respectfully advises the Staff that proxy rebates and proxy revenues combined for less than 5% of total net revenues in 2022 and the Company expects proxy rebates and proxy revenue to constitute a similar proportion of revenue in 2023.

In response to the Staff’s comment, the Company intends to revise the disclosure that appeared on page 110 of our 2022 10-K for inclusion in our 2023 10-K to add the following disclosure as part of “Other revenues” (with additions shown as bold and underlined):

“During 2022, we terminated our partnership with the third-party proxy service provider and began using Say Technologies, a wholly-owned subsidiary, to provide proxy and investor communications services. We now earn proxy revenue directly from issuers. Proxy services are made up of two performance obligations, (i) distribution of proxy materials to shareholders and (ii) collection, tallying, and reporting of shareholder responses during a voting event. Revenue is recognized at a point in time upon satisfaction of these performance obligations.”

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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

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compensation cost for an award with a market condition shall only be reversed if the requisite service is not rendered.

The Company respectfully advises the Staff that the Company accounts for the Market-Based RSUs in accordance with the accounting guidance cited in that the share-based compensation will be recorded over the remaining requisite service period and will not be reversed if the specified share prices are not achieved.

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In response to the Staff’s comment, the Company intends to revise the disclosure that appeared on page 113 of our 2022 10-K in our 2023 10-K as follows (with additions shown as bold, underlined text and deletions shown as strikethrough text):

“Remaining sShare-based compensation related to the Market-Based RSUs remaining time-based service and market-based conditions to be met will be recorded over the remaining derived requisite service period. Previously recognized share-based compensation related to the Market-Based RSUs will not be reversed even if the specified share prices are not achieved unless the requisite service is not rendered.”

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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.

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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.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that for many of the matters disclosed, there is no specific amount of damages sought from the Company. Even if a specific amount is sought, disclosure of such amount may not reflect a reasonable estimate of the reasonably possible loss (or range of loss) pursuant to ASC 450-20 and may be misleading to investors. Thus, the Company does not believe it would be appropriate to identify the amount of damages sought. Read in the reply ↗

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.

The Company respectfully advises the Staff that the Company continuously and actively monitors risks related to cryptocurrency market conditions. Our management Enterprise Risk

Committee (the “ERC”) meets regularly to assess the Company’s risk profile and to identify and analyze top risks across the Company’s business–including RHC. The ERC escalates key risks to the Safety, Risk and Regulatory Committee of our Board.

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Additionally, the RHC Asset Listing Committee (the “Listing Committee”) periodically analyzes the cryptocurrencies supported on our platform to ensure that they continue to meet our requirements under our internal policies and procedures for continued support on our platform. The Listing Committee has the authority to delist and cease support for any cryptocurrency based on a variety of factors.

Neither the Board nor management have identified any material gaps with respect to our existing risk management processes and policies in light of the recent cryptocurrency market disruption, although as a result of our current processes and policies we have taken proactive measures to manage certain risks. For example, we recently reduced net open position limits with liquidity partners through more frequent settlement and added additional banking and liquidity partners.

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Please revise to disclose whether you have experienced excessive redemptions or withdrawals, or have suspended redemptions or withdrawals, of crypto assets and explain the potential effects on your financial condition and liquidity.

The Company respectfully advises the Staff that it does not believe there is any additional disclosure that would be necessary at this time, but will continue to utilize the procedures it has in place to assess whether additional disclosure in the future would be appropriate. In particular, the Company continuously monitors the inflows and outflows of funds across asset classes on our platform, including cryptocurrency, and can therefore detect material changes in deposit or withdrawal trends.

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Even during periods of heightened market volatility or disruption, the Company has not experienced excessive redemptions or withdrawals of cryptocurrencies on our platform. Our publicly-available monthly metrics reflect that we have experienced positive overall Net Deposits5 for each month in 2022 and 2023 year-to-date, and averaged $1.4 billion Net Deposits per month in 2023, as of August 2023.

We have not suspended redemptions or withdrawals of cryptocurrencies on our platform, although on March 10, 2023, we temporarily halted trading and deposits of USDC due to high volatility following the failure of certain U.S. banks that were taken over by the Federal Deposit Insurance Corporation and its subsequent de-pegging from the U.S. dollar. On March 15, 2023, USDC was fully re-enabled. This temporary halt in trading and deposits of USDC had an immaterial impact on our financial condition and liquidity.

5 We define Net Deposits as all cash deposits and asset transfers received from customers, net of reversals, customer cash withdrawals, and other assets transferred out of our platform (assets transferred in or out include debit card transactions, Automated Customer Account Transfer Service transfers, and custodial crypto wallet transfers) for a stated period.

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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.

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Any particular cryptocurrency's status as a "security" is subject to a high degree of uncertainty and if we have not properly..., page 87

The Company acknowledges the Staff’s comment and respectfully submits that it does not believe that the specific terms and provisions of our insurance policies are material to an investor’s understanding of the risk that the total losses we might experience related to the loss or compromise of private keys could be greater than the total value of our insurance coverage.

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In particular, the Company does not believe the information requested about our insurance policies is material to an investor’s understanding of what makes an investment in the Company speculative or risky in accordance with Item 105 of Regulation S-K, as we have already disclosed on page 86 of our Form 10-Q for the period ended June 30, 2023 (our “Q2 2023 10-Q”) that “Our insurance coverage for such events is limited and might not cover the extent of loss nor the nature of such loss, in which case we might be liable for the full amount of losses suffered, which could be greater than all of our remaining assets. The total value of cryptocurrencies under our control on behalf of customers is significantly greater than the total value of insurance coverage that would compensate us in the event of theft or other loss of such assets.” Although the Company does not believe that the terms and provisions of our insurance policies are material to an investor’s understanding of what makes an investment in the Company speculative or risky, in light of the Staff’s comment, the Company will modify the disclosure that appeared on page 86 of our Q2 2023 10-Q for inclusion in our 2023 10-K as follows (with additions shown as bold, underlined text and deletions shown as strikethrough text):

“Our insurance coverage for such events is limited and might not cover the extent of loss nor the nature of such loss, in which case we might be liable for the full amount of losses suffered, which could be greater than all of our remaining assets. The total value of cryptocurrencies under our control on behalf of customers is significantly greater than the total value of insurance coverage that would compensate us in the event of theft or other loss of such assets. Furthermore, the term of our current insurance policy expires in the third quarter of 2024, with our option to renew annually or for the carrier to terminate coverage with advance written notice. Any loss of our insurance coverage would impede our ability to mitigate any losses our customers might suffer if we are unable to access private keys.”

Any particular cryptocurrency's status as a "security" is subject to a high degree of uncertainty and if we have not properly..., page 87

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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.

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federal securities laws.

In our Q2 2023 10-Q, Robinhood disclosed to investors that there is a high degree of uncertainty around any particular cryptocurrency’s status as a “security” under U.S. federal and state securities laws. As part of this disclosure, Robinhood explained that “[t]he legal test for determining whether any given cryptocurrency is a security is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult to predict.”

The Company respectfully submits that it believes this disclosure is accurate.

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This disclosure is identical to how former Director of the Division of Corporation Finance William Hinman and the Commission’s Strategic Hub for Innovation and Financial Technology (“FinHub Staff”) have described the securities law analysis for digital assets. In particular, the above-quoted sentence explains to investors that the outcome of the analysis for determining whether a given cryptocurrency is a security may “evolve[] over time,” as Director Hinman explained in his June 2018 speech6. Your comment refers to “guidance” from the Staff which it suggests contradicts this statement, but in fact, that “guidance” is consistent with Robinhood’s disclosure. The FinHub Staff has explained in its guidance that it “expect[s] that analysis concerning digital assets as securities may evolve over time as the digital asset market matures.”7

We also note there is ongoing and active litigation in a variety of U.S. jurisdictions, including cases in which the Commission is a litigant, concerning the proper applicable legal tests relating to whether a digital asset is a security and the application of these legal tests to certain transactions in digital assets. In at least one of those cases, a federal judge has rejected the Commission’s arguments about when a cryptocurrency constitutes an investment contract for purposes of the federal securities laws and has further rejected the Commission’s motion for leave to file an interlocutory appeal of the district court decision.8 Other cases remain pending and involve vigorously contested issues of law and fact. These cases, and the Ripple Labs opinion in particular, indicate that even if the Howey test is the applicable test to determine whether a transaction in digital assets constitutes an investment contract, it is not possible (for Robinhood, or for the Commission) to predict with certainty whether any particular digital asset will be conclusively determined by a court to be an investment contract when sold in a particular transacti

6 See, e.g., William Hinman, Digital Asset Transactions: When Howey Met Gary (Plastic) (June 14, 2018), https://www.sec.gov/news/speech/speech-hinman-061418 (discussing how “a digital asset offered as a security can, over time, become something other than a security”).

7 SEC FinHub Staff, Framework for “Investment Contract” Analysis of Digital Assets, at n.4 (Apr. 3, 2019), https://www.sec.gov/corpfin/framework-investment-contract-analysis-digital-assets.

8 See Sec. & Exc’h Comm’n v. Ripple Labs, Inc., No. 20 CV 10832 (AT), 2023 WL 4507900 (S.D.N.Y. July 13, 2023); id. at ECF No. 917.

on. The outcome in any particular case depends on a variety of factors, including the particular facts and circumstances of the particular digital asset and transaction.9

In light of the above, Robinhood adopted this language to ensure that its risk factor disclosure was aligned with how the Staff and other public companies were describing the same risks. Although Robinhood respectfully disagrees with the Staff’s interpretation of its risk factor and does not believe clarification is required, in light of the Staff’s comment, Robinhood will modify the disclosure that appeared on page 87 of our Q2 2023 10-Q for inclusion in our 2023 10-K as follows (with additions shown as bold, underlined text and deletions shown as strikethrough text):

“The legal test for determiningDetermining whether any given cryptocurrency is a security is a highly complex, fact-driven analysis, the outcome of which is difficult to predict and may evolve over time based on changes in the cryptocurrency and its related ecosystem. Different parties may reach different conclusions about the outcome of this analysis based on the same facts., and the outcome is difficult to predict. The analysis may become clearer depending on the outcome in certain cases currently pending in varying stages of litigation.”

Such a revision makes clear that when Robinhood is referring to evolution over time, it is referring to the analysis of whether, and under what circumstances, a digital asset is a security, rather than the legal test itself.

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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.

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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.

The Company respectfully submits that it believes that the above-quoted language is accurate in context. As part of this risk factor disclosure, Robinhood stated that “[t]he SEC generally does not provide advance guidance or confirmation on the status of any particular cryptocurrency as a security. Occasionally, though, the SEC and its staff have taken positions that certain cryptocurrencies are ‘securities’ – often in the context of enforcement actions – and we do not currently support any cryptocurrencies for which the SEC or its staff has taken such a position.” Robinhood’s risk factor

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disclosure also identified the instances where Commissioners or Staff have provided guidance as to the status of particular cryptocurrencies, such as Bitcoin, and noted other guidance issued by the Commission.

This risk factor disclosure accurately states that the Commission has alleged that certain cryptocurrencies were investment contracts in the context of enforcement actions, but explains that the Commission does not publicly identify particular cryptocurrencies as securities (or not) in advance of taking such action. Robinhood is not aware of the Commission or the Staff providing confirmation of the status of any particular cryptocurrency outside of the enforcement actions that have been brought to date.10 It is plainly a risk for Robinhood that certain cryptocurrencies on its platform might not be identified by the Commission as securities prior to the commencement of an enforcement action—no matter how strenuously market participants seek such guidance.

In addition, many of the enforcement actions in which the Commission has alleged that a particular cryptocurrency is a security, including those against other trading platforms such as Coinbase and Binance, are being vigorously contested, and it is far from clear that the outcome in each case will be favorable to the Commission. Even if the courts in these ongoing litigations conclude that a particular cryptocurrency is an investment contract in connection with certain transactions, it remains unclear whether such a decision would mean that all transactions in that cryptocurrency–in particular those on secondary markets like Robinhood–would be securities transactions.11

10 Cf. Comm’r Caroline Crenshaw, Digital Asset Securities – Common Goals and a Bridge to Better Outcomes (Oct. 12, 2021) (“While industry may desire blanket definitions or that we proactively label all the specific projects, assets, and activities that are within our jurisdiction, that is not how our regulatory framework functions. We also do not have the resources to do that.”).

11 See, e.g., Sec. & Exc’h Comm’n v. Terraform Labs Pte. Ltd., No. 23 CV 1346 (JSR), 2023 WL 4858299, at *33 (S.D.N.Y. July 31, 2023) (“To be sure, the original UST and LUNA coins, as originally created and when considered in isolation, might not have been, by themselves, investment contracts.”); Sec. & Exc’h Comm’n v. Ripple Labs, Inc., No. 20 CV 10832 (AT), 2023 WL 4507900 (S.D.N.Y. July 13, 2023) (holding that the XRP token is not inherently a security, even if it can be sold via investment contracts, and that secondary market sales of XRP were not investment contracts).

Nonetheless, in light of the Staff’s comment, Robinhood will revise the disclosure that appeared on page 87 of our Q2 2023 10-Q in our 2023 10-K as follows (with additions shown as bold, underlined text and deletions shown as strikethrough text):

“The SEC generally does not provide advance guidance or confirmation on the status of any particular cryptocurrency as a security. Occasionally though tThe SEC and its staff have taken positions that certain cryptocurrencies are “securities” - often in the context of settled or litigated enforcement actions—and we do not currently support any cryptocurrencies for which the SEC or its staff has taken such a position. Otherwise, the SEC has not historically provided advance confirmation on the status of any particular cryptocurrency as a security.”

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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

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clearing agency, as well as offering a self-custodial crypto wallet, as referenced in the preceding paragraph.

The Company respectfully submits that it believes that any risks associated with engaging in conduct that is potentially regulated by the U.S. federal securities laws without appropriate registration were encompassed by this risk factor disclosure as written. Nonetheless, in light of the Staff’s comment, the Company will revise the disclosure that appeared on page 88 of our 2022 10-K to explicitly note that it could be subject to judicial or administrative sanctions for operating as an unregistered national securities exchange and clearing agency, or for offering a self-custodial crypto

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wallet. The revised language will appear in our 2023 10-K as follows (with additions shown as bold, underlined text and deletions shown as strikethrough text):

“We could be subject to judicial or administrative sanctions, including disgorgement or penalties which could be material, for failing to offer or sell the cryptocurrency in compliance with securities registration requirements, or for acting as a securities broker or dealer, national securities exchange, clearing agency, or other regulated entity without appropriate registration.”

If you require additional information, please contact me at christina.lai@robinhood.com or (650) 507-5189.

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We note your response to comment 2 and reissue the comment in part. Please provide a materially complete description of custodial solutions in future filings. • Describe the geographic location of the facilities where the crypto assets are held in cold wallets. Additionally, describe the security precautions you take in controlling access to crypto assets you custody in cold wallets.

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Your disclosure need not identify specific places or individuals but should provide investors a sufficient basis to assess the potential risks associated with your custodial services; • Disclose the crypto asset, custody, transfer, and settlement operations managed by your third-party provider and describe the technology used by the vendor. In your revisions to disclosure related to your third-party vendor, describe the industry standard for maintaining private keys and any deviations thereto in your agreement with the vendor; • If true, disclose that only your internal audit and compliance teams are responsible for verifying the Company’s crypto asset holdings and that no independent entity, including your auditor or insurance provider, has the right or responsibility to inspect or otherwise verify the accuracy or existence of the crypto assets you custody; • Describe how the omnibus wallets function, how records of customer accounts are maintained and how disputes among customers to the assets in the wallets are resolved. Refer to your disclosure on the top of page 116 that "[b]ased on the terms of [y]our user agreement and applicable law, [you] believe the cryptocurrency [you] hold in custody for users of [y]our platform...should not be available to satisfy the claims of [y]our general creditors." Disclose whether you have obtained an opinion from counsel in this regard and include related risk factor disclosure; and • Describe any circumstances where a customer's crypto assets may be comingled in a hot or cold wallet with the crypto assets of another customer, of yours or of any other party.

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

•Describe the geographic location of the facilities where the crypto assets are held in cold wallets. Additionally, describe the security precautions you take in controlling access to crypto assets you custody in cold wallets.

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Your disclosure need not identify specific places or individuals but should provide investors a sufficient basis to assess the potential risks associated with your custodial services.

The Company respectfully advises the Staff that with respect to cryptocurrency coins on its platform held in cold storage, such cold storage facilities are located in the United States with physical security systems that the Company believes are state-of-the-art.

The Company has implemented strict operational protocols and permissions for cryptocurrency movement with its internal operational team to restrict access to customer wallets, and tightly control the movement of cryptocurrencies. More than one person is required to initiate and approve each large transfer, and only a small group of higher-level employees have the necessary privileges to add and authorize new addresses or to release proceeds from wallets. Access to cryptocurrency transfer interfaces is strictly controlled and requires hardware two-factor authentication to log in. To help ensure the Company’s security system functions as designed, its systems undergo security audits and are regularly subject to penetration testing.

In response to the Staff’s comment, the Company has revised its disclosures on pages 8 and 9 of its Form 10-K for the fiscal year ended December 31, 2023 filed with the Commission on February 27, 2024 (the “2023 10-K”) to reflect the information provided above.

•Disclose the crypto asset, custody, transfer, and settlement operations managed by your third-party provider and describe the technology used by the vendor. In your revisions to disclosure related to your third-party vendor, describe the industry standard for maintaining private keys and any deviations thereto in your agreement with the vendor.

The Company respectfully advises the Staff that it does not utilize third-party custodians for settled cryptocurrencies, but it does integrate proprietary technology from a third-party industry-standard vendor into the systems it uses to support the custody, transfer and settlement operations to its wallets.

In response to the Staff’s comment, the Company has revised its disclosure on page 8 of the 2023 10-K to reflect the information provided above.

For completeness, as previously disclosed on pages 55 and 56 of the Company’s Form 10-K for the fiscal year ended December 31, 2022 (the “2022 10-K”) (and as disclosed on page 62 of the 2023 10-K), the Company also engages blockchain analytics vendors to help determine whether the external wallets involved in the Company’s crypto transfers feature, Crypto Transfers, are controlled by persons on prohibited lists or involved in fraudulent or illegal activity.

The Company does not, however, believe that a more detailed description of the technologies used or the industry standards behind them and any deviations thereto in its agreements with such vendors is material to an investor’s understanding of its business, taken as a whole.

•If true, disclose that only your internal audit and compliance teams are responsible for verifying the Company’s crypto asset holdings and that no independent entity, including your auditor or insurance provider, has the right or responsibility to inspect or otherwise verify the accuracy or existence of the crypto assets you custody.

The Company respectfully advises the Staff that it maintains a ledger of customers’ ownership and account balances of cryptocurrencies. Additionally, the Company’s accounting and crypto operations team has established internal control procedures and maintains records to verify the total quantity of each cryptocurrency that the Company custodies for its customers that are held in the omnibus wallets. Such controls are periodically tested by the Company’s internal financial compliance team.

Furthermore, as a public company, the Company is required to comply with the Sarbanes-Oxley Act of 2002. As part of this, the Company is required to establish and maintain adequate internal control over financial reporting and evaluate the effectiveness of its internal control over financial reporting. This includes the user cryptocurrencies safeguarding obligation and the asset related to user cryptocurrencies safeguarding obligation on its consolidated balance sheets in its audited financial statements which represents its obligation to safeguard crypto-assets (including cryptocurrencies) held in its custody on behalf of its users. The effectiveness of the Company’s internal control over financial reporting and its financial statements and related notes are audited by Ernst & Young LLP, its independent registered public accounting firm.

In response to the Staff’s comment, the Company has revised its disclosures on pages 9 and 54 of the 2023 10-K to reflect the information provided above. The Company respectfully advises the Staff that the “internal audit and compliance teams” referred to in the Prior Response Letter is the Company’s accounting and crypto operations team referred to above.

•Describe how the omnibus wallets function, how records of customer accounts are maintained and how disputes among customers to the assets in the wallets are resolved. Refer to your disclosure on the top of page 116 that “[b]ased on the terms of [y]our user agreement and applicable law, [you] believe the cryptocurrency [you] hold in custody for users of [y]our platform...should not be available to satisfy the claims of [y]our general creditors.” Disclose whether you have obtained an opinion from counsel in this regard and include related risk factor disclosure.

The Company respectfully advises the Staff that it maintains custody of its customers’ cryptocurrencies in omnibus wallets on behalf and for the benefit of its customers. Following the purchase of cryptocurrencies from liquidity providers, cryptocurrencies are delivered to the secure omnibus wallet, or in the case of a net sell, cryptocurrencies are moved from such wallet to the liquidity provider’s account. As set forth above, (i) the Company has implemented strict operational protocols and permissions for cryptocurrency movement with its internal operational team to restrict access to customer wallets, and tightly control the movement of cryptocurrencies, (ii) the Company maintains a ledger of customers’ ownership and account balances of cryptocurrencies and (iii) the Company’s accounting and crypto operations team has established internal control procedures and maintains records to verify the total quantity of each cryptocurrency that the Company custodies for its customers that are held in the omnibus wallets.

In response to the Staff’s comment, the Company has revised its disclosures on pages 9, 60 and 121 of the 2023 10-K to reflect the information provided above. The Company does not believe further information about how disputes among customers related to the assets in the wallets are resolved is material to an investor’s understanding of its business, taken as a whole, but respectfully advises the Staff that it has comprehensive procedures in place governing such customer claims. The Company further notes for the Staff that it does not lend against or otherwise leverage cryptocurrencies held on behalf of its customers, and customers’ cryptocurrency holdings are maintained at all times one-for-one to the corresponding cryptocurrency held by each customer’s balance according to the Company’s ledger. Furthermore, the Company advises the Staff that while it has consulted with internal and external legal counsel with respect to the statement in the 2022 10-K that “[b]ased on the terms of our user agreement, the structure of our crypto offerings, and applicable law, 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,” it has not obtained a legal opinion from external counsel on this matter.

•Describe any circumstances where a customer’s crypto assets may be comingled in a hot or cold wallet with the crypto assets of another customer, of yours or of any other party.

The Company respectfully advises the Staff that, as described above, it maintains custody of its customers’ cryptocurrencies in omnibus wallets on behalf and for the benefit of its customers. Additionally, with the exception of small amounts of cryptocurrency it purchases to support its business operations, it does not hold cryptocurrency for its own account and, therefore, does not commingle cryptocurrencies with those of its users. The Company does not engage in lending transactions with cryptocurrencies held on behalf of customers. The Company does not seek to profit from proprietary trading and only facilitates customer transactions. In addition, it 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.

In response to the Staff’s comment, the Company has revised the disclosure on page 9 of the 2023 10-K to reflect the information provided above. The Company believes that these procedures address the most significant potential concerns related to self-dealing and other potential conflicts of interest. The Company further notes for the Staff that these small amounts of cryptocurrency purchased to support its business operations are not commingled with customer funds, except as incidentally required for the operational use of such currency (e.g., sending payment or network fees in connection with an authorized transfer of customer funds), and subject to the Company’s procedures for such operations, described above. Additionally, the Company notes for the Staff that it does not lend against or otherwise leverage cryptocurrencies held on behalf of its customers, and customers’ cryptocurrency holdings are maintained at all times one-for-one to the corresponding cryptocurrency held by each customer’s balance according to the Company’s ledger.

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We note your response to comment 12. Please disclose how your Enterprise Risk Committee and management assess the Company’s risk profile and identify and analyze material risks with respect to Robinhood Crypto's business and describe any changes you have taken to address identified risks, gaps or weaknesses.

The Company respectfully advises the Staff that, although certain events in 2022, including FTX Trading Ltd. Filing for bankruptcy and the bankruptcies of several other major cryptocurrency trading venues and lending platforms (collectively, the “2022 Crypto Bankruptcies”) did not have any material impact on the Company’s business—and neither the board of directors nor management have to date identified any material gaps or weaknesses with respect to the Company’s existing risk management processes and policies in light of recent cryptocurrency market conditions—the Company remains subject to

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cryptocurrency market risks. If the Company is unable to effectively identify, prevent or mitigate such risks, the success of its business, its financial condition and results of its operations may be adversely affected.

As part of the Company’s overall risk management processes, its management Enterprise Risk Committee (the “ERC”), which comprises senior leaders of the Company, including the Chief Executive Officer, Chief Financial Officer, Chief Legal, Compliance and Corporate Affairs Officer, Chief Security Officer, Vice President of Risk and Audit, and Chief Brokerage Officer and General Manager of Brokerage, among others, reviews on at least a quarterly basis risks that are escalated by the Company’s Enterprise Risk Management (“ERM”) function. ERM maintains a risk taxonomy and a scoring methodology design to ensure risks are evaluated in a clear and transparent manner, and further escalates top risks to the Safety, Risk and Regulatory Committee of the board of directors (the “Safety Committee”), along with planned mitigants and monitoring procedures. The Safety Committee reviews management’s procedures to identify, assess, manage, monitor and mitigate material risks not allocated to the board of directors or another committee. In addition to RHM-level processes, entity-level risk teams affiliated with the Company’s operating subsidiaries, including one at RHC, perform ongoing risk operations, including risk and control self-assessments and maintaining risk and control registers. As management identifies operational risks, the entity-level risk team tracks the risk drivers and planned mitigating measures and escalates such risks, as needed, to ERM.

In light of events in 2022, including the 2022 Crypto Bankruptcies, cryptocurrency market risks were identified as a top risk to the Company and management has accordingly implemented certain measures, including enhanced monitoring for cryptocurrency markets (such as reducing net open position limits with liquidity partners through more frequent settlement; adding additional banking and liquidity partners; monitoring on-platform trading activity, coin deposits and withdrawals; and ongoing diligence for listings and banking relationships). ERM has also provided quarterly updates to the Safety Committee with respect to such risks and responses. In addition, RHC maintains a listing committee that conducts regular reviews of the cryptocurrencies available on its platform to ensure that they continue to meet its requirements under its internal policies and procedures for continued support on its platform and possesses the authority to delist and cease support for any asset based on various factors.

In response to the Staff’s comment, the Company has revised the disclosures on pages 56 and 57 of the 2023 10-K to reflect the information requested by the Staff.

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We note your response to comment 14 and reissue in part. Please revise to quantify your insurance coverage in order to provide appropriate context for the disclosure that your insurance coverage for such events is limited and might not cover the extent of loss.

The Company acknowledges the Staff’s comment and respectfully submits that it does not believe that quantifying the amount of its insurance coverage is material to an investor’s understanding of what makes an investment in the Company speculative or risky. The Company has, however, further revised the disclosures on pages 54 and 55 of the 2023 10-K as follows (with additions since the 2022 10-K shown as bold, underlined text and deletions shown as strikethrough text):

“Our Because many insurance carriers do not provide insurance coverage for crypto-related risks, comprehensive coverage for

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such events is not readily available on commercially reasonable terms. Our current coverage is limited and might may not cover the extent of loss, nor the nature of such loss, in which case we might may be liable for the full amount of losses suffered, which could be greater than all of our remaining assets. The total value of cryptocurrencies under our control on behalf of customers is significantly greater than the current total value of insurance coverage that would compensate us in the event of theft or other loss of such assets. Furthermore, the term of our current insurance policy expires in the third quarter of 2024, with our option to renew annually or for the carrier to terminate coverage with advance written notice. Any loss of our insurance coverage would impede our ability to mitigate any losses our customers might suffer if we are unable to access private keys.”

The Company believes that with these changes, investors will more fully understand the limited nature of its insurance coverage and the reasons for such limitation, while the quantified amount of such coverage (which, as noted, is significantly smaller than the total value of cryptocurrencies under our control on behalf of customers) is not material.

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We acknowledge your response to comment 5. Please confirm for us that all your users pay you fees. In this regard, it is clear from disclosure on page 8 that Robinhood Gold users pay you a flat monthly rate but from disclosure on pages 84 and 74, Robinhood Gold users in 2022 were only 1.1 million of your 23.0 million net cumulative funded accounts and 11.4 million monthly active users.

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If so, represent to us that you will revise your disclosure of users of your products in your Business section of future filings to clarify that all users pay fees and describe those fees. If not, tell us the number of users in each of the periods presented in your Form 10-K and latest Form 10-Q that pay you fees or other consideration versus those users that do not pay fees and explain to us why the number of users who pay no consideration and are not customers under ASC 606 does not necessitate the disclosure previously identified on pages 1 and 126 of your initial public offering prospectus.

The Company respectfully advises the Staff that not all users pay fees. Fees charged to users are outlined in the Company’s Standard Pricing Fee Schedule, which is an addendum to its user agreement and can be found on its website1. A description of material revenues earned on fees charged to users are disclosed in the 2023 10-K on pages 9, 91 and 116 for Robinhood Gold and page 7 and 88 for Instant Withdrawals.

The total number of non-unique users, meaning a single user could have used one or more products or features, that paid fees related to our products and features was 5.2 million for

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the period ended December 31, 2023. However, while not all users currently pay fees, due to growth experienced in Robinhood Gold, the introduction of new products and features, that are available to all current users that did not exist at the time of our initial public offering, and our plans to continue to introduce such products in the future, we determined that all users would be treated as customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”), and we would apply the consideration payable to a customer guidance within ASC 606-10-32-25 through 27. Accordingly, we removed the disclosure from our initial public offering prospectus on pages 1 and 126 that highlighted our use of the terms “users” and “customers” in relation to the definition of customers in ASC 606 in our 2022 and 2023 10-K filings.

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We acknowledge your response to comment 6. As indicated in our previous comment, simple averages assume straight-line increases or decreases in balances which rarely occurs. It is evident from your filings and response that the yields based on simple average can be significantly different than the yields presented on the more granular averages of month-end and quarter-end balances.

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As a result, please represent to us that in future Forms 10-K and 10-Q, you will calculate the average balances (and thus yields) based on the month-end balances in the relevant periods presented in those filings and revise the equivalent of footnote 4 to your yield table to clarify that the average balances are based on month-end balances. We note that month-end balances are readily available without unwarranted or undue burden or expense.

The Company respectfully advises the Staff that it has revised the interest-earning asset table on page 90 of the 2023 10-K to calculate the average balances (and therefore yields) based on the month-end balances in the relevant periods presented and revised the corresponding footnote as follows (with additions since the 2022 10-K shown as bold, underlined text and deletions shown as strikethrough text):

“Average balance rows represent a the simple average of the ending month-end balances as of each of the indicated dates for the relevant in a given period.”

The Company will present this

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information in a similar manner in future filings.

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We acknowledge your response to comment 7. Please address the following additional comments: • It is unclear from your proposed revised disclosure how a hypothetical 100 basis point change in market interest rates applied to only your period end balances could have a 10% impact at December 31, 2022 on total net revenues, income and cash flows "over the prior annual period." Tell us, in the context of your proposed

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revised disclosure at December 31, 2022:o Whether the "prior annual period" refers to the year 2022 or 2021; o How a unilateral change at a point in time (i.e., December 31, 2022) can have an impact on historical total net revenues, income and cash flows, accounts that reflect activity over time; o Whether your 10% impact in 2022 relates to a hypothetical unilateral 100 basis point change in interest rates over the entire year of 2022; and o Whether you are projecting 2023 activity based on December 31, 2022 balances at the 100 basis point hypothetically changed rate and comparing those future 2023 results to those in 2022. • Explain to us how any hypothetical 10% change in total net revenues can also have a 10% change on both income (presumably net income) and cash flows (presumably operating cash flows) if the starting point is different. For example, using information for the year ended December 31, 2022, a 10% increase in total net revenues of $1,358 million would be about $136 million. Such an increase in total net revenues would represent about 13.2% of reported net loss of $1,028 million and about 16.0% of reported net cash used in operating activities of $852 million. In your response, tell us whether there are incremental expenses (like perhaps income taxes) that impact income and cash flows and, if so, identify and quantify those expenses for us. • Further, tell us how your response aligns with your net interest revenue activity and year-over-year changes as disclosed on page 83 of your 2022 10-K and your response to prior comment 6. Refer to Item 305(a)(1)(ii) and (a)(3) of Regulation S-K.

In response to the Staff’s comment, the Company has further revised the disclosure on page 100 of the 2023 10-K as follows (with additions since the 2022 10-K shown as bold, underlined text and deletions shown as strikethrough text):

“Our exposure to changes in interest rates primarily relates to interest revenue earned on our interest-earning assets that are subject to floating interest rates cash and cash equivalents, cash and cash equivalents segregated under federal and other regulations, deposits with clearing organizations, restricted cash, investments in debt securities and margin

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loans. Interest revenue is affected by various factors such as the distribution and composition of interest-earning assets and the federal funds rate. We use a net interest sensitivity analysis, which applies hypothetical 50, 100 or 150 basis point increases or decreases in interest rates to the period end balances of our interest-earning assets and liabilities, to evaluate the effect that changes in interest rates might have on total net revenues, net income (loss), and cash flows, prior to any income tax effects, over the next 12 months.

The sensitivity analysis assumes the asset and liability structure of the consolidated balance sheets would not change as a result of a simulated changes in interest rates. For our Cash Sweep program, we earn a net interest spread on Cash Sweep balances based on the interest rate offered by the partner banks less the interest rate given to users, as stated in our program terms. For the vast majority of the Cash Sweep program, we have the ability to manage our net interest spread by adjusting the rate given to users as a result of changes in rates received from partner banks. As such, we do not consider the Cash Sweep balance to be subject to short-term interest rate risk and the sensitivity analysis excludes Cash Sweep balances.

The impact to total net revenues, net income (loss), and cash flows, prior to any income tax effects, as a result of a hypothetical interest rate change at the end of each reporting period would be:

December 31,

(in millions) 2022 2023

50 basis point $ 68 $ 71

100 basis point 136 141

150 basis point 204 212

The change to total net revenues, net income (loss), and cash flows, prior to any income tax effects, would be the same as total net revenues includes net interest revenue, which captures both the impact of any incremental interest revenue and interest expense, and changes in interest rates do not have a direct impact on operating expenses. The impact related to the change in interest rates is positively correlated, linear, and proportional. The change in the sensitivity analysis from prior year is in line with the change in interest-earning asset balances.”

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We acknowledge your response to comment 8. Please represent to us that in future filings, you will revise your disclosure here or elsewhere, as appropriate, to: • Describe the process you are undertaking to restructure to a general manager business unit structure; • Indicate that you currently have only a single operating segment because your chief operating decision maker (CODM) currently reviews only consolidated

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information to allocate resources and assess performance; and • The potential impact on segment reporting of finalized financial reporting for each business unit and related reporting to the CODM.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that in response to the Staff’s comment, the Company has revised the disclosure on page 115 of the 2023 10-K to reflect the information requested by the Staff as set forth below (with additions since the 2022 10-K shown as bold, underlined text and deletions shown as strikethrough text):

“We operate and report financial information in one operating segment.

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Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. We operate and report financial information in one operating segment as our CODM only reviews consolidated financial information to allocate resources and assess performance. Substantially Aall of our revenues and substantially all of our assets are attributed to or located in the United States.

In August 2022, we announced a reorganization into a general manager (“GM”) structure under which GMs have assumed broad responsibility for our individual businesses. Immediately after the GM reorganization, we began developing processes and controls to enable us to produce sufficiently precise and timely business level financial information that did not exist within the enterprise resource planning system at the time of the announcement. We continue to work with each GM to review and iterate on their respective discrete financial information while also investing in building the technical capabilities necessary to automate the process of producing the GM level financial information. We continue to improve our reporting of GM level financial information that may eventually be—but is not currently—shared with and used by the CODM to allocate resources and determine performance, which would potentially change the conclusion of one operating segment. We will continue to monitor and evaluate the information provided to the CODM to assess all applicable accounting standards relevant to the determination of our segments.”

The Company further advises the Staff that it will include this disclosure in future filings, as appropriate.

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We note your response to comment 11 and reissue the comment. To the extent a specific amount of damages is sought from the Company, please revise to quantify that amount in your disclosure. Refer to Item 103(a) of Regulation S-K.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the complaints received by the Company that relate to the matters disclosed do not specify an amount of damages sought from the Company, and it has revised the disclosures on pages 154 to 159 of the 2023 10-K to disclose that such amounts are unspecified.

If you require additional information, please contact me at christina.lai@robinhood.com or (650) 507-5189. Read in the reply ↗

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.

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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. Risk Factors Cryptocurrency laws, regulations, and accounting standards are often difficult to interpret… ,

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

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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).

RHC Operations

Coin2

Value of Firm Holdings as of December 31, 2023

Value of Firm Holdings as of December 31, 2022

(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

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.

RHEC Operations

Coin5

Value of Firm Holdings as of December 31, 20226

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.

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 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.

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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.

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In future filings, please disclose whether you have obtained an opinion from counsel in this regard.

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

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of our general creditors) in the event we were to enter bankruptcy.”

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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,

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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 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.

•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.

Response:

As the Company shared in its comment letter response in June 2021, all users were not considered customers because they did not pay the Company consideration in exchange

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for a service.7 Additionally in that response, the Company noted that users who were Robinhood Gold subscribers did meet the definition of a customer under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”).8 Since its initial public offering (“IPO”), the Company has continued to introduce new products and features that create a customer relationship with users.

In Q1 2022, the Company launched the Robinhood Cash Card and Spending Account program, which allows users to add funds to their spending account, store balances, spend funds, and engage in prepaid card transactions, including spending at third party merchants and using ATMs to deposit and withdraw funds via a co-branded prepaid card bearing Robinhood’s logo. The Company earns interchange fees based on user prepaid card activity. While the interchange consideration is not directly paid by users to the Company (it is a pass-through from the user to the merchant, from the merchant to the Company’s banking partner, then from the Company’s banking partner to the Company), the Company considers these interchange fees as the consideration the Company earns from authorization and transaction processing services provided to the user for this program. As a result, users that participate in the Robinhood Cash Card and Spending Account program meet the definition of a customer as defined by ASC 606 because they pay the Company consideration in exchange for a service.

In Q3 2022, the Company launched debit card funding and instant bank transfers to eligible users, allowing them to instantly withdraw funds held in their brokerage account for a fee. Accordingly, all users’ terms were updated to reflect the new offerings and the Company’s Standard Pricing Fee Schedule9 was amended to include fees described as “Debit Card Funding - Withdrawals to External (non-RH) Debit Card” and “Instant Bank Transfers - Withdrawals from your Robinhood Account” each of which is priced at a percentage of the withdrawal amount. Eligible users also may deposit funds instantly using debit card funding or instant bank transfers, however, the Company does not charge a fee for such deposits (described as “Debit Card Funding - Deposits In” and “Instant Bank Transfers - Deposits In” in the Company’s Standard Pricing Fee Schedule). By offering debit card funding and instant bank transfers, the Company opened payment rails for eligible users to allow them to access instant deposit or, for a fee, withdrawal of funds at any time, at their discretion without having to enter additional terms or conditions to participate. As a result, users that participate in debit card funding and instant bank transfers meet the definition of a customer as defined by ASC 606 because they pay the Company consideration in exchange for a service.

In Q1 2023, the Company introduced Robinhood Connect, which offers faster and more convenient ways for users to (i) simultaneously purchase and send their crypto assets, or (ii) send their existing crypto assets from their Robinhood account to an external wallet without the need

7 See response #1 in the Company’s Confidential Submission of Amendment No. 3 to Draft Registration

Statement on Form S-1 letter dated June 15, 2021. See also response #3 in the Company’s Confidential Submission of Amendment No. 2 to Draft Registration Statement on Form S-1 letter dated May 28, 2021 (referred to in response #5 in the October Response Letter).

8 At the end of 2021, the Company had approximately 1.14 million Robinhood Gold subscribers. As of March 31, 2024, it had approximately 1.68 million Robinhood Gold subscribers.

9 The Company’s brokerage fee schedule is available at: https://cdn.robinhood.com/assets/robinhood/legal/RHF%20Fee%20Schedule.pdf to go back and forth between Robinhood application and their external wallet application. Robinhood partners with crypto wallets and other decentralized finance applications (“dApps”) to offer an embeddable widget that allows users to sign-up or login to their Robinhood account, select their existing crypto assets to pay via Robinhood Connect, or instantaneously purchase additional crypto assets using an external funding source or brokerage cash and pay via Robinhood Connect. Once initiated, the customer’s crypto asset is sent to the external wallet or other dApps as a payment. When purchasing additional crypto assets from an external funding source, the Company leverages debit card funding or instant bank transfers to enable the instantaneous deposit. In return for providing the instantaneous deposit and purchase of crypto as a service, the Company charges users a fixed percentage fee of the amount deposited into their Robinhood account to purchase crypto assets. As a result, users that participate in Robinhood Connect meet the definition of a customer as defined by ASC 606 because they pay the Company consideration in exchange for a service.

In Q3 2023, the Company acquired X1 Inc. (“X1”), a U.S.-based company that offers a no-fee credit card. Similar to the interchange consideration paid for the Robinhood Cash Card and Spending Account features discussed above, the consideration earned from the X1 Credit Card is consideration earned from authorization and transaction processing services provided to the user. Therefore, the Company determined all X1 Credit Card users were customers as defined by ASC 606 at the time of acquisition.

In Q1 2024 the Company announced and began offering the Robinhood Gold Credit Card which allows users to pay third party merchants on credit via a co-branded credit card bearing Robinhood’s logo. The Company uses a third-party banking partner to facilitate these transactions, and earns interchange fees based on user credit card activity. Similar to the interchange consideration paid for the Robinhood Cash Card and Spending Account and the X1 Credit Card discussed above, the consideration earned from for the Robinhood Gold Credit Card is consideration earned from authorization and transaction processing services provided to the user. Therefore, users that participate in the Robinhood Gold Credit Card program meet the definition of a customer as defined by ASC 606 because (1) of the consideration paid to the Company from interchange fees and (2) participating in this offering requires users to be a Robinhood Gold subscriber.

Given the evolving nature of the Company’s business, the introduction of new products and features detailed above that created additional customer relationships with users and the expectation that the proportion of the Company’s users that met the definition of a customer when the Company introduces additional new products and features will continue to increase, the Company made the decision in Q4 2022 to adopt a portfolio approach to its customer definition and evaluate all consideration paid to users using the consideration payable to a customer guidance as per ASC 606-10-32-25. The Company considered whether to continue to make this evaluation on a user-by-user basis but given the added complexity of evaluating fees across multiple accounts and across millions of users, the Company concluded that it would be reasonable to evaluate all payments made to users consistently. The impact of this conclusion was all existing users were considered customers and all consideration paid to users was recorded as a reduction of revenue rather than an operating expense.10

This decision impacted existing users, however, the Company had to also determine when a new user would be considered a customer. As noted in topic 5.6.04 of the American Institute of Certified Public Accountant’s (“AICPA”) Audit and Accounting Guide: Revenue Recognition 2019, “if the contract does not include a separate fee for custody services or a guaranteed minimum number of trades, the FinREC believes the contract will not meet the criteria in FASB ASC 606-10-25-1 until a trade order is submitted by the customer (even if the customer deposits money or transfers securities into an account) because the customer has no obligation to pay the broker-dealer any consideration for its services.” As discussed in prior correspondence, users have no obligation to pay us any consideration even when a trade order is submitted by the user. Therefore, waiting until a customer has an obligation to pay Robinhood any consideration for its services per the AICPA guidance above would result in new users not being customers, which does not align with the portfolio approach discussed above. As such, the Company made the determination that until a transaction occurs for which it could potentially receive consideration, a user would not be considered a customer. Therefore, a new user must deposit money or transfer outside holdings into their account in order to be considered a customer as at that point the user could use the full suite of Robinhood’s products or features.

In Q4 2023, the Company also changed the title of its key performance metric “Net Cumulative Funded Accounts” to “Funded Customers” due to its business changing since its IPO in 2021. Historically, a single Robinhood account was designed to provide a user with access to any and all of the products offered on the Robinhood platform. However, the Company now views different offerings as unique accounts internally and users now can hold multiple accounts on the Robinhood platform, including brokerage, retirement, spending and credit cards. As such, the Company determined changing the title of its metric was appropriate to more clearly match the definition of the metric, which remains a measure of the unique individual funded users on the platform regardless of how many accounts they hold.

•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.

Response:

10 This change did not impact (i) the Company’s accounting for the Robinhood Referral Program, which the Company determined provides it with a distinct service from users, and (ii) the accounting for fraud reimbursement payments under ASC 460, Guarantees, as explained below.

The Company respectfully advises the Staff that the analysis as to when the determination that all users met the definition of a customer is provided above. The analysis focuses on new product and features that required analysis under ASC 606 and is not inclusive of all new products and features the Company has introduced during the period as not all new product and features required analysis under ASC 606 (e.g., recurring crypto investments launched in September 2021 did not require analysis under ASC 606). The “would be” language used in the March Response Letter was tied to when that determination was made in Q4 2022, and not to the date of the March Response Letter. As of December 31, 2023, and the date of this letter, the Company considers all users continue to meet the definition of a customer for the reasons discussed above.

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

◦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.

Response:

The Company acknowledges the Staff’s comment. For fiscal years 2022 and 2023, the table below summarizes approximate amounts of contra revenue and operating expense for each of the periods presented related to consideration paid to users, each of which is an insignificant percentage of the Company’s total net revenues for the same periods:

(in millions) 2022

% of Total Net Revenues

2023

Total Net Revenues $ 1,358 $ 1,815

Contra revenue classification

Robinhood Cash Card and credit card rewards 1 0.1 % 10 0.6 %

Promotions and incentives paid to customers 5 0.4 % 6 0.3 %

Retirement contribution match — — % 2 0.1 %

Total 6 0.4 % 18 1.0 %

Operating expense classification

Promotions and incentives paid to users 2 0.1 % — — %

Fraud reimbursements 5 0.4 % 3 0.2 %

Robinhood Referral Program 10 0.7 % 6 0.3 %

Total $ 17 1.3 % $ 9 0.5 %

The Company has considered the impact that a different accounting conclusion would have on its financial results and, based on the insignificant amount of consideration paid to users shown above, the Company does not believe a different accounting conclusion would have been material to its financial results for the fiscal years presented above, as the only impact would be reclassifying these insignificant amounts of consideration paid to users reflected in the line items “Promotions and incentives paid to customers” and “Retirement contribution match” from contra revenue to operating expense. The Company acknowledges that the success of match incentive programs, such as the retirement contribution match and account transfer match launched in the current year, will result in material amounts recognized in future periods, all of which will be treated as a reduction of revenue rather than operating expense due to the accounting conclusion that all users be treated as customers discussed above.

The Company further respectfully advises the Staff that the Company pays the following types of consideration to users:

i.Robinhood Cash Card and credit card rewards. When a customer swipes their Robinhood Cash Card or credit card, they earn rewards that can be used to fund statement credits, purchases, or cash back.

ii.Promotions and incentives. The Company pays various promotions and incentives under many different areas of its business. These include matches on brokerage account transfers, cash deposits matches and other miscellaneous customer payments that do not involve a service provided to the Company by the user.

iii.Retirement contribution match. The Company pays an incentive match corresponding to a percentage of customers’ eligible contributions to their retirement accounts or transfers of retirement assets to the Company’s platform.

iv.Fraud reimbursements. This primarily relates to direct losses that users experience as a result of account takeovers by third-party fraudsters that are not the fault of the user.

v.Robinhood Referral Program. Referrals are stock paid to users for joining or referring users to Robinhood.

The Company has assessed each type of consideration as to whether it should be recognized as a reduction of the transaction price (i.e., contra revenue) or operating expense:

i.Robinhood Cash Card and credit card rewards. Users of either the Robinhood Cash Card or credit card have met the definition of customer since each respective product launch. Accordingly, the Company evaluated the guidance in ASC 606-10-32-25 and 32-26. Because the payment was not made in exchange for a distinct good or service that the customer transfers to the Company (as described in ASC 606-10-25-18 through ASC 606-10-25-22), all of these rewards are treated as a reduction of the transaction price, and therefore, a reduction of revenue in accordance with ASC 606-10-32-25.

ii.Promotions and incentives. Beginning in Q4 2022, all promotions and incentives have been treated entirely as reduction of the transaction price (i.e., contra revenue) in accordance with ASC 606-10-32-25. This is because starting in Q4 2022 all users were considered to be customers in accordance with ASC 606 (as discussed above) and the consideration payment was not made in exchange for a distinct good or service that the customer transfers to the Company (as described in ASC 606-10-25-18 through ASC 606-10-25-22).

Prior to Q4 2022, only incentives paid to users of Robinhood Gold and Robinhood Cash Card and Spending Account were treated as a reduction of revenue as the consideration payment was not made in exchange for a distinct good or service. We did not previously apply a portfolio approach to our customer definition and therefore all other users besides Robinhood Gold and Robinhood Cash Card and Spending Account users did not meet the definition of customer under ASC 606. Payments of incentives to these users that were not customers by definition of ASC 606 were treated as marketing expense.

iii.Retirement contribution match. This program was made available in Q1 2023 when all users met the definition of a customer via their access to debit card funding and instant bank transfers. Accordingly, the Company evaluated the guidance in ASC 606-10-32-25 and 606-10-32-26. Because the payment was not made in exchange for a distinct good or service that the customer transfers to the Company (as described in ASC 606-10-25-18 through 606-10-25-22), all of the retirement contribution match is treated as a reduction of the transaction price, and therefore, a reduction of revenue in accordance with ASC 606-10-32-25.

iv.Fraud reimbursements. These payments relate to making customers whole for fraud losses in their accounts following an account takeover by a fraudster. The Company views the need to hold balances in custody safely to be a guarantee accounted for within the scope of ASC 460, Guarantees, which is outside of the scope of ASC 606 per ASC 606-10-15-2(d).

v.Robinhood Referral Program

Referring customer. The Company has not made changes to the accounting for the Robinhood Referral Program and continues to believe the referral service (the “Referral Service”) is a distinct service as defined in ASC 606, as communicated in the Company’s Confidential Submission of Amendment No. 3 to Draft Registration Statement on Form S-1 letter dated June 15, 2021.

Per 606-10-32-26, “If consideration payable to a customer is a payment for a distinct good or service from the customer, then an entity shall account for the purchase of the good or service in the same way that it accounts for other purchases from suppliers. If the amount of consideration payable to the customer exceeds the fair value of the distinct good or service that the entity receives from the customer, then the entity shall account for such an excess as a reduction of the transaction price. If the entity cannot reasonably estimate the fair value of the good or service received from the customer, it shall account for all of the consideration payable to the customer as a reduction of the transaction price.”

The Company pays stock to referring customers for amounts less than the fair value that it would pay another vendor for a comparable Referral Service. In particular, in assessing the fair value of the Referral Service, the Company looks at other channels where it acquires customers. The Company pays vendors amounts ranging from $150 to $1,000 per customer to acquire customers across various marketing channels. Considering the average stock referral paid to the referring customers and the referred users combined is less than $20 and thus does not exceed the fair value of the distinct service, the Company recognizes the entire amount of stock paid for referrals as marketing expense and none as a reduction of revenue.

Referred user. To be eligible for the stock referral rewards, a referred user needs to (i) sign up for Robinhood (i.e., they cannot be an existing Robinhood user), and (ii) link their bank account to their Robinhood account. At this point, the user has not yet met the definition of a customer, which happens when a deposit is made or a transfer of assets occurs (as discussed above) and therefore the payment is not accounted for as consideration payable to a customer under ASC 606. Instead, the payment is within the scope of ASC 720. Under ASC 720-35-25, the costs of advertising shall generally be expensed, either as incurred or the first time the advertising takes place. In light of this guidance, the Company recognizes the stock reward as marketing expense upon transfer of the reward to the user.

•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.

Response:

The Company respectfully advises the Staff that as described above, the Company determined all of its users meet the definition of customers under GAAP beginning in Q4 2022, as of December 31, 2023, and as of the date of this letter.

Read in the reply ↗

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.

Rest of the question

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.

•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.

While Net Deposits and Assets Under Custody (“AUC”) are key performance metrics that help the Company evaluate its business, identify trends affecting its business, formulate business plans, and make strategic decisions, the Company does not consider “growth rate with respect to Net Deposits” to be a separate key performance metric but rather a

Rest of the answer

calculation to show the portion of total AUC growth within a specified period that is attributable to Net Deposits. The difference between the growth rate with respect to Net Deposits and AUC growth within a specified period is due to the impact of market conditions (i.e., market appreciation or depreciation) on total AUC.

More specifically, growth rate with respect to Net Deposits measures the impact of all Net Deposits (currently defined as cash deposits and asset transfers from, as well as dividends and interest received from customers (net of reversals, customer cash withdrawals, margin interest, Gold subscription fees, and other assets transferred out of the Company’s platforms for a stated period) on overall growth of AUC (i.e., distinct from growth of AUC driven by market factors). The previous period AUC provides the benchmark to measure AUC growth during the present period and, by calculating the growth rate with respect to Net Deposits, the Company can show how much the change in AUC in the current period has been driven by Net Deposits versus market changes. The Company believes it is helpful for investors to highlight trends in its AUC attributed to Net Deposits over time, isolated from growth attributable to market conditions (which can be volatile and unpredictable). The Company also believes that growth rate with respect to Net Deposits is helpful for investors to assess the growth of its business. In particular, an increase in the growth rate with respect to Net Deposits could indicate that the Company’s business will be more resilient to varying market conditions that could have a negative impact on AUC growth and that customers are strengthening their relationships with the Company by increasing the portion of their assets they hold on the Company’s platforms. Conversely, a decrease in the growth rate with respect to Net Deposits could indicate that AUC growth would be more susceptible to fluctuations in overall market conditions and therefore weakening or stagnant customer engagement.

For example, in 2023, out of 65% AUC growth compared to the prior year, 27% was due to customer Net Deposits, while the other 38% of AUC growth was due to market growth, while in 2022 when AUC declined 37% compared to the prior year, the growth rate with respect to Net Deposits was 19%, offsetting a 56% reduction in AUC attributable to market decline. The Company believes that this year-over-year change in growth rate with respect to Net Deposits shows that although Net Deposits declined year-over-year (which the Company has also separately disclosed where growth rate with respect to Net Deposits has been disclosed), the year-over-year change in AUC in 2023 was increasingly driven by Net Deposits (i.e., increasingly by the impact of customer activity rather than varying market conditions). The Company further believes that this year-over-year change in growth rate with respect to Net Deposits indicates that its business is more resilient to varying market conditions that could have a negative impact on AUC growth and that customers are strengthening their relationships with the Company by increasing the portion of their assets they hold on the Company’s platforms.

Although the Company believes it has been transparent in its public disclosures about how it calculates growth rate with respect to Net Deposits, for additional clarity, in future filings and disclosures, the Company will include “Growth rate with respect to Net Deposits” under “Glossary Terms” instead of under “Key Performance Metrics.”

•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.

As discussed above, growth rate with respect to Net Deposits measures the portion of the Company’s change in AUC that is attributable to Net Deposits (a significant driver of the change in AUC in any given period) versus market changes over a period—it does not measure growth of Net Deposits. In order to accurately measure the impact of Net Deposits on AUC growth over a period, the Company uses the prior period AUC as the “beginning” AUC for such period, using the prior period AUC as the benchmark in order to exclude the impact of market appreciation or depreciation on the change in AUC during the period, and in doing so isolates the impact on AUC growth attributable to Net Deposits. The prior period AUC is effectively the beginning AUC balance for the subsequent period, and using a measure of AUC at another time within the relevant period would not appropriately isolate the impact of Net Deposits on AUC over the duration of the period. As discussed above, the Company thinks it is important for investors to understand how Net Deposits and market factors drive the changes in AUC, as markets can be volatile in the short term and make it difficult to gauge the impact of customer activity based on period-over-period AUC figures alone.

Read in the reply ↗

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

Rest of the question

reflect this volume.

The Company believes that Net Deposits is a key indicator of the health of its business as the key performance metric focuses on customer activity by showing the impact of customer deposit activity in a given period. The Company believes that Net Deposits indicate the strength of its relationships with its customers and their engagement with the Company’s platforms, and the Company believes it is positively correlated with revenue generated across many of its core business lines.

Rest of the answer

For example, if the amount of customer deposits onto the Company’s platforms continues to outweigh the withdrawals over long periods of time, the Company believes this would show that its business is growing sustainably, regardless of short-term market movements. Net Deposits is also a significant driver of the change in AUC, another key performance metric, in any given period. The Company believes net presentation is appropriate for Net Deposits because deposits or withdrawals alone do not give the complete picture of customer deposit activity.

The Company respectfully advises the Staff that it does not separately disclose gross deposits or gross withdrawals. While the Company does disclose the gross and net effect of Automated Customer Account Transfer Service (“ACATS”) transfers in and out for the relevant period, ACATS only reflects the impact of customer assets that were transferred to or from other brokerage firms and does not include other deposits or withdrawals, such as cash transferred from a customer’s checking account into their Robinhood brokerage account. The Company also respectfully advises the Staff that buys and sells are not a component of Net Deposits, but rather are simply conversions between asset types. For example, a sell of $1,000 of equities results in the customer having $1,000 fiat currency in their account, and such assets remain on the Company’s platform and part of its AUC. Therefore, neither Net Deposits nor gross presentation of deposits or withdrawals track or are closely related to the Company’s transaction-based revenue.

Read in the reply ↗

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.

Rest of the question

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.

There will be some degree of a discrepancy between the number of Funded Customers and the number of Monthly Active Users (“MAUs”) in any given period because of how those metrics are defined. The Company currently defines a Funded Customer as a unique person who has at least one account with a Robinhood entity and, within the past 45 calendar days (i) had an account balance that was greater than zero (excluding amounts that are deposited into a Funded Customer account by the Company with no action taken by the unique person) or (ii) completed a transaction using any such account.

Rest of the answer

The Company currently defines MAUs as the number of unique persons who, using one or more accounts with a Robinhood entity, meet one of the following criteria at any point during a specified calendar month: (i) executes a debit card or credit card transaction, (ii) transitions between two different screens on a mobile device while logged into their account or (iii) loads a page in a web browser while logged into their account. A person need not satisfy these conditions on a recurring monthly basis or be a Funded Customer to be included in MAU.

The metric Funded Customers therefore measures the number of individuals who have or recently had assets on the Company’s platforms and/or used one of its products, while MAUs only measures the number of individuals who have engaged with the Company’s platforms in a given month. For example, customers who had a Robinhood account balance that is greater than zero at some point within the past 45 days, but who have not logged into one of the Robinhood applications or executed a Robinhood debit card or credit card transaction in a given month would be considered Funded Customers, but not counted as MAUs. Conversely, customers who in a given month have transitioned between two different screens on a mobile device or loaded a page in a web browser while logged into a Robinhood account, but do not have any assets in any of their accounts or have not executed a Robinhood debit card or credit card transaction within the past 45 days would not be considered Funded Customers. In prior years, and especially after the COVID-19 onset in March 2020 through the first half of 2021, the numbers of Funded Customers and MAUs were more closely aligned in part because (i) the Company’s business model was narrower and more focused on its brokerage and crypto trading products and (ii) the market environment had resulted in an unprecedented amount of trading activity, leading to a majority of Funded Customers frequently engaging with their accounts through the Company’s platforms, qualifying them as MAUs. Since then, market conditions have changed and as the Company has previously disclosed, it experienced a broad decline in equity and crypto trading volumes starting in 2022, leading to lower levels of trading activity and interest in trading-related products and services, each putting downward pressure on the number of the Company’s MAUs. The Company itself has also changed since then as it has diversified its business to include long-term investment products, such as retirement accounts and higher yields on its brokerage cash sweep program. Customers taking advantage of these products may have larger balances in their accounts, but choose to log-in to their accounts to check their balances or otherwise engage with the Company’s platforms less frequently (and thus can go long periods of time while qualifying as Funded Customers, but not MAUs). The Company respectfully submits that it has previously discussed the change in market conditions as well as its diversified business in prior filings. The Company did not then and does not now believe that disclosure of the divergence between these two metrics provides material information to investors beyond the Company’s other disclosure related to market conditions and trading volumes and product mix that drive the phenomenon.

Additionally, because of these shifts in its business strategy, the Company announced in its Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the “Q1 2024 10-Q”) that MAU is no longer an input used by its management or board of directors to understand and evaluate its business. Starting with the Q1 2024 10-Q, while the Company continues to report MAUs in its earnings materials for informational purposes only, it no longer reports MAU in its Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K as it no longer considers it to be a key performance metric for the Company.

If you require additional information, please contact me at christina.lai@robinhood.com or (650) 507-5189.

Read in the reply ↗

We acknowledge your response to prior comment 3. In that response, you indicate that in the fourth quarter of 2022 you used a portfolio approach to determine that all platform users were customers. Please address the following (referencing, where appropriate, the authoritative literature you rely upon to support your position): • Tell us why it is appropriate to use a portfolio approach to identify customers.

Rest of the question

In this regard, ASC 606-10-10-4 includes a practical expedient to use a portfolio approach to recognize revenue on a portfolio of existing contracts or performance obligations, but not to identify which party is the customer. Clarify for us how you applied the portfolio approach. In your response, tell us • 1. whether you assessed all users or a statistical sample of users at initial application of the portfolio approach. Also tell us whether 100% of the users (or those in the statistical sample) at that time were customers in one sense or another to support your assertion that all users are customers. • Elaborate on why you believe holders/users of the Robinhood Cash Card and Spending Account program, the X1 credit card, and the Robinhood Gold Credit Card are your customers under GAAP. In your response tell us why your banking partners who pay the interchange fees are not your customers and explain how this determination differs from your conclusion that the market makers, and not platform users, are your customers in your pay for order flow transactions. • Elaborate on why it is appropriate to consider a new user who deposits money or transfers outside holdings into their account a GAAP customer merely because they have access to your full suite of products or features.

The Company respectfully notes that it is not using the portfolio approach practical expedient as described per ASC 606-10-10-4. Instead, the phrase used in the June Response Letter relates to the Company’s portfolio of products it offers to its users and is used to address how the Company determined that all users were customers, as further described below.

The Company began offering, and users began adopting, more products that established a customer relationship with users.

Rest of the answer

The ability to track each individual user’s interaction with these products became more difficult and doing so was operationally unsustainable. At the same time, the Company had introduced or was planning to introduce new incentives to users such as retirement contribution matches and account transfer matches that deposited money directly into users’ accounts. In order for those incentives to be properly recorded as a reduction of revenue or operating expense, it would have been operationally burdensome to track the recipient of those incentives, and determine each reporting period whether they were given to a user who became a customer through any one of the Company’s portfolio of products or a user who was not a customer. In addition, the Company observed that the vast majority of incentives paid were earned by users who had already met the definition of a customer by being a Robinhood Gold subscriber or cardholder under one of the Company’s card programs and were thus already being recorded as a reduction of revenue.1

Based on the above, it was no longer practical from an operational sense nor material to users of the Company’s financial statements that the Company track whether users had yet met the definition of a customer individually to differentiate incentives to be recorded as a reduction of revenue or operating expense. Since an increasing number of users had met or were expected to eventually meet the definition of customer through the new products the Company had introduced or planned to introduce the Company believed it was appropriate to categorize all users as customers in Q4 2022 in order to apply the guidance in ASC 606-10-32-25.

• Clarify for us how you applied the portfolio approach. In your response, tell us whether you assessed all users or a statistical sample of users at initial application of the portfolio approach. Also tell us whether 100% of the users (or those in the

1 A retrospective review of incentives recognized as contra revenue during the years ended December 31, 2022 and 2023, found that approximately 80% of the total contra revenue recognized each year was attributed to either a Robinhood Gold customer or a user of one of the Company’s card programs.

statistical sample) at that time were customers in one sense or another to support your assertion that all users are customers.

Response:

As discussed above, the Company respectfully notes that it is not using the portfolio approach practical expedient as described per ASC 606-10-10-4.

• Elaborate on why you believe holders/users of the Robinhood Cash Card and Spending Account program, the X1 credit card, and the Robinhood Gold Credit Card are your customers under GAAP. In your response tell us why your banking partners who pay the interchange fees are not your customers and explain how this determination differs from your conclusion that the market makers, and not platform users, are your customers in your pay for order flow transactions.

Response:

The Company respectfully advises the Staff that it performs its accounting analysis of products and services that the Company offers through the applicable accounting guidance using its best judgement based on the discrete facts and circumstances of those offerings. While there are some similarities between the Company’s card programs and payment for order flow transactions, there are also significant differences between the two transaction types, including but not limited to transaction participants, contracts between those participants, regulatory frameworks and industry practice that impact the ultimate conclusion of the Company’s accounting analysis. We analyze each transaction type independently, considering the applicable accounting guidance, interpretations from the American Institute of Certified Public Accountants and industry practices. The Company does not believe the conclusion regarding customer identification needs to be consistent between the card programs and payment for order flow given the analysis described below and the aforementioned differences in the transactions.

For the Company’s card programs, as part of its ordinary business activities, the Company interacts with various parties in the payment ecosystem to process transactions on behalf of the Company’s users (i.e., cardholders). The Company connects its cardholders to its partner banks and merchants as part of enabling card payment transactions. Users obtain the Company’s services (i.e., authorization and transaction processing of cardholder transactions) in exchange for consideration (i.e., interchange fees). Interchange fees are only realized when cardholders use their cards to purchase a merchant’s goods or services, and cardholders can only use their cards to complete purchases if the Company performs its services of authorization and transaction processing, which are ongoing and central operations of the Company. As such, the Company considers its cardholders to be customers.

The Company further considers whether its banking partners may be customers rather than the users/cardholders (i.e., whether the interchange fees remitted by the banking partners to the Company are in exchange for a marketing or referral service). The Company determines the characteristics of the card product offerings to its cardholders and is responsible for providing access to the payments ecosystem and the authorization and settlement of transactions to its cardholders. The banking partners’ roles, which include card issuance and the use by the Company of their memberships in the payment network, are only a component of the overall arrangement and promise to the cardholder. The banking partners also can be changed at the discretion of the Company. As such, the Company does not believe the partner banks are customers under ASC 606, but rather vendors of the Company.

Based upon the above analysis, the Company determined that payments made to cardholders under the card rewards programs should be treated as consideration payable to a customer per ASC 606-10-32-25. However, the Company notes that, Financial Accounting Standards Board/International Accounting Standards Board Transition Resource Group for Revenue Recognition paper on consideration payable to a customer (TRG Agenda ref 37) states that “a payment to a customer's customer would be considered a payment to a customer if the entity has a contractual agreement with its customer to provide consideration to that customer's customer.” As result, the Company believes that even if the customer determination in our credit card programs should change (i.e., the Company should consider its banking partners rather than its cardholders to be customers) there would be no impact to the previous accounting treatment of payments made to cardholders under the card reward programs.

• Elaborate on why it is appropriate to consider a new user who deposits money or transfers outside holdings into their account a GAAP customer merely because they have access to your full suite of products or features.

Response:

As discussed above, the Company respectfully notes the ability to track each individual user’s interaction with the Company’s products and services to determine if and when they met the definition of a customer became increasingly more difficult and doing so was operationally unsustainable. At the same time, the Company had to determine a point in time in which users were considered customers in order to properly account for incentives paid to users, which are often earned on deposit of funds or transfers of outside brokerage accounts onto the platform. The Company determined that new users who deposited money or transferred outside holdings had the intent and ability to access all products that could create a customer relationship as described above. Additionally, as noted above, the Company considered as part of this conclusion that the majority of incentives were being paid to users who had previously met the definition of a customer. Therefore, the Company determined that the deposit of money or the transfer of outside holdings into their Robinhood account was the best point in time to define a user as a customer.

If you require additional information, please contact me at christina.lai@robinhood.com or (650) 507-5189.

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Please confirm your understanding in writing that: • Our decision not to issue additional comments should not be interpreted to mean that we either agree or disagree with your disclosure or responses, or, with respect to your business operations, any conclusions you have made, positions you have taken, or practices you have engaged in or may engage in.

Rest of the question

• Completing our review of the filing does not foreclose the Commission from taking any action or advancing any position with respect to the filing, the company, or the company’s practices.

The Company acknowledges the Staff’s comment and confirms our understanding that the Staff’s decision not to issue additional comments should not be interpreted to mean that the Staff either agrees or disagrees with our disclosure or responses, or, with respect to our business operations, any conclusions we have made, positions we have taken, or practices we have engaged in or may engage in.

Rest of the answer

The Company also confirms our understanding that the Staff’s completing its review of the filing does not foreclose the Commission from taking any action or advancing any position with respect to the filing, the Company, or the Company’s practices.

If you require additional information, please contact me at lucas.moskowitz@robinhood.com or (202) 834-4695.

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