<SEC-DOCUMENT>0001628280-21-014921.txt : 20210729
<SEC-HEADER>0001628280-21-014921.hdr.sgml : 20210729
<ACCEPTANCE-DATETIME>20210729164526
ACCESSION NUMBER:		0001628280-21-014921
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20210728
FILED AS OF DATE:		20210729
DATE AS OF CHANGE:		20210729

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Warnick Jason
		CENTRAL INDEX KEY:			0001871212

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40691
		FILM NUMBER:		211128142

	MAIL ADDRESS:	
		STREET 1:		C/O ROBINHOOD MARKETS INC
		CITY:			MENLO PARK
		STATE:			CA
		ZIP:			94025

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Robinhood Markets, Inc.
		CENTRAL INDEX KEY:			0001783879
		STANDARD INDUSTRIAL CLASSIFICATION:	SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
		IRS NUMBER:				464364776
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		85 WILLOW STREET
		CITY:			MENLO PARK
		STATE:			CA
		ZIP:			94025
		BUSINESS PHONE:		844-428-5411

	MAIL ADDRESS:	
		STREET 1:		85 WILLOW STREET
		CITY:			MENLO PARK
		STATE:			CA
		ZIP:			94025
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>wf-form3_162759148929132.xml
<DESCRIPTION>FORM 3
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2021-07-28</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001783879</issuerCik>
        <issuerName>Robinhood Markets, Inc.</issuerName>
        <issuerTradingSymbol>HOOD</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001871212</rptOwnerCik>
            <rptOwnerName>Warnick Jason</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O ROBINHOOD MARKETS, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>85 WILLOW ROAD</rptOwnerStreet2>
            <rptOwnerCity>MENLO PARK</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>94025</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chief Financial Officer</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable></nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Employee Stock Option (right to buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>5.93</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <value>2028-12-14</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>700000.0</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Restricted Stock Units</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F4"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <value>2025-12-14</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>700000.0</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Restricted Stock Units</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F4"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F5"/>
            </exerciseDate>
            <expirationDate>
                <value>2027-01-12</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>699432.0</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Restricted Stock Units</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F4"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F6"/>
            </exerciseDate>
            <expirationDate>
                <value>2027-12-09</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>322580.0</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Restricted Stock Units</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F4"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F7"/>
            </exerciseDate>
            <expirationDate>
                <value>2027-12-09</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>322580.0</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">On December 15, 2018, the Reporting Person was granted an option to purchase 700,000 shares of Common Stock under the Robinhood Markets, Inc. (&quot;Robinhood&quot;) Amended and Restated 2013 Stock Plan (the &quot;2013 Plan&quot;), which option was amended and restated on January 13, 2020.  This option vested and became exercisable as to one-fourth (1/4) of those shares on December 4, 2019, with the remainder scheduled to vest and become exercisable in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.</footnote>
        <footnote id="F2">Shares of Common Stock will automatically be reclassified as shares of Class A Common Stock on a one-for-one  basis upon the filing of Robinhood's Amended and Restated Certificate of Incorporation immediately prior to the closing of Robinhood's initial public offering (&quot;IPO&quot;).</footnote>
        <footnote id="F3">On December 15, 2018, the Reporting Person was granted 700,000 restricted stock units (&quot;RSUs&quot;) under the 2013 Plan, which award was amended and restated on January 13, 2020. Subject to accelerated vesting in certain circumstances, one-fourth (1/4) of these RSUs were scheduled to vest on December 4, 2019, with the remainder scheduled to vest in thirty-six (36) equal monthly installments thereafter, in each case subject to (a) the Reporting Person's continued service with Robinhood through the applicable vesting date and (b) the occurrence of a liquidity event, which was satisfied upon the effectiveness of Robinhood's IPO registration statement on Form S-1 (&quot;Liquidity Event&quot;).</footnote>
        <footnote id="F4">RSUs convert into Common Stock on a one-for-one basis upon vesting and settlement.</footnote>
        <footnote id="F5">On January 13, 2020, the Reporting Person was granted 699,432 RSUs under Robinhood's 2020 Equity Incentive Plan (the &quot;2020 Plan&quot;). Subject to accelerated vesting in certain circumstances, one-fourth (1/4) of these RSUs were scheduled to vest on December 1, 2020, with the remainder scheduled to vest in twelve (12) equal quarterly installments thereafter, in each case subject to (a) the Reporting Person's continued service with Robinhood through the applicable vesting date and (b) the occurrence of a Liquidity Event.</footnote>
        <footnote id="F6">On December 9, 2020, the Reporting Person was granted 322,580 RSUs under the 2020 Plan. Subject to accelerated vesting in certain circumstances, one-sixteenth (1/16) of these RSUs were scheduled to vest on April 1, 2021, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, in each case subject to (a) the Reporting Person's continued service with Robinhood through the applicable vesting date and (b) the occurrence of a Liquidity Event.</footnote>
        <footnote id="F7">On December 9, 2020, the Reporting Person was granted 322,580 RSUs under the 2020 Plan. Subject to accelerated vesting in certain circumstances, one-eighth (1/8) of these RSUs are scheduled to vest on April 1, 2023, with the remainder scheduled to vest in seven (7) equal quarterly installments thereafter, in each case subject to (a) the Reporting Person's continued service with Robinhood through the applicable vesting date and (b) the occurrence of a Liquidity Event.</footnote>
    </footnotes>

    <remarks>Exhibit List:
Exhibit 24 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Christina Lai, attorney-in-fact for Jason Warnick</signatureName>
        <signatureDate>2021-07-29</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>rh-xsection16poaforexistin.txt
<DESCRIPTION>WARNICK POWER OF ATTORNEY
<TEXT>
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Brandon Webb and Christina Lai, or any of
them acting singly, and with full power of substitution and re-substitution,
the undersigneds true  and lawful attorney in fact (each of such persons and
their substitutes being referred to herein as the "Attorney-in-Fact"), with
full power to act for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to:

1. Prepare, execute and submit to the U.S. Securities and Exchange Commission
("SEC"), Robinhood Markets, Inc. (the Company), and/or any national
securities exchange on which the Companys securities are listed any and all
reports (including any amendments thereto) the undersigned is required to file
with the SEC, or which the Attorney-in-Fact considers it advisable to file with
the SEC, under Section 16 of the Securities Exchange Act of 1934 (the "Exchange
Act") or any rule or regulation thereunder with respect to the any security of
the Company, including Forms 3, 4 and 5; and

2. Obtain, as the undersigned's representative and on the undersigned's behalf,
information regarding transactions in the Company's equity securities from any
third party, including the Company and any brokers, dealers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes any
such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a) This Power of Attorney authorizes, but does not require, the Attorney-in-
Fact to act in his or her discretion on information provided to such Attorney-
in-Fact without independent verification of such information;

b) Any documents prepared or executed by the Attorney-in-Fact on behalf of the
undersigned pursuant to this Power of Attorney will be in such form and will
contain such information as the Attorney-in-Fact, in his or her discretion,
deems necessary or desirable;

c) Neither the Company nor the Attorney-in-Fact assumes any liability for the
undersigned's responsibility to comply with the requirements of Section 16 of
the Exchange Act, any liability of the undersigned for any failure to comply
with such requirements, or any liability of the undersigned for disgorgement
of profits under Section 16(b) of the Exchange Act; and

d) This Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under Section 16 of the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority
to do and perform each and every act and thing requisite, necessary or
advisable to be done in connection with the foregoing, as fully, to all
intents and purposes, as the undersigned might or could do in person, hereby
ratifying and confirming all that the Attorney-in-Fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done by authority
of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 or 5 with respect to the
undersigned's holdings of and transactions in securities of the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Attorney-in-Fact. This Power of Attorney revokes all previous powers of
attorney with respect to the subject matter of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of June 20, 2021.


Signature: /s/ Jason Warnick

Print Name: Jason Warnick
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
