Robinhood Closes Offering of $2.2 Billion of 0.00% Convertible Senior Notes Due 2029

Rhea-AI Summary

Robinhood (NASDAQ: HOOD) closed a private offering of $2.2 billion 0.00% convertible senior notes due 2029 to qualified institutional buyers under Rule 144A.

Net proceeds were about $2.169 billion. Roughly $290 million funded repurchase of 2.743 million Class A shares and $123.2 million purchased capped calls that are intended to limit dilution.

The initial conversion price is $174.42 per share. Robinhood anticipates no net dilution from the transaction until its share price exceeds approximately $237.85, or about $303.95 when factoring in the share repurchase.

Positive

• Raised $2.2 billion via 0.00% convertible senior notes due 2029
• Net proceeds of approximately $2.169 billion for corporate purposes
• Repurchased about $290 million of Class A stock (2.743 million shares)
• $123.2 million invested in capped calls to help reduce conversion dilution
• Anticipated no net dilution until share price above about $237.85
• Dilution threshold increases to about $303.95 after factoring repurchased shares

Negative

• Added $2.2 billion in convertible debt to the capital structure
• Capped call protection is limited above approximately $237.85 per share
• $123.2 million of proceeds used for capped calls instead of operations or debt reduction

News Market Reaction – HOOD

+5.58%

+5.58% Session close to close

In the Jun 26 session, HOOD gained 5.58%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved +5.6% in the session following this news. A strong positive reaction aligns with pri...

Analysis

The stock moved +5.6% in the session following this news. A strong positive reaction aligns with prior constructive responses to growth updates and conferences. The $2.2B 0.00% convert, paired with capped calls and buybacks, limits near‑term dilution, though any future conversion still introduces equity overhang risk.

Key Figures

Convertible notes size: $2.2 billion Share repurchase: $290 million Capped call spend: $123.2 million +5 more

8 metrics

Convertible notes size $2.2 billion 0.00% convertible senior notes due 2029 in private placement

Share repurchase $290 million Net proceeds used to repurchase Class A common stock

Capped call spend $123.2 million Net proceeds used to acquire capped call transactions

Net proceeds $2.169 billion Net of discounts and expenses from the notes offering

Shares repurchased 2.743 million shares Class A common stock repurchased with offering proceeds

Conversion price $174.42 per share Initial effective conversion price of convertible notes

No-dilution cap (capped calls) $237.85 per share Price above which capped calls no longer offset dilution

No-dilution cap (with buyback) $303.95 per share Price above which company anticipates net dilution after repurchase

Historical Context

5 past events · Latest: Jun 22 (Negative)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 22	Convertible notes pricing	Negative	-2.3%	Pricing of $2.0B 0.00% convertible notes plus $200M upsize option.
Jun 22	Convertible notes launch	Negative	-2.4%	Announcement of private offering of $2.0B convertible notes due 2029.
Jun 09	Operating metrics update	Positive	+3.1%	May 2026 data showed strong growth in customers, assets, and trading activity.
May 28	Conference appearance	Neutral	+11.2%	Piper Sandler conference presentation announcement with no fundamental guidance changes disclosed.
May 20	Conference appearance	Neutral	+0.2%	Bernstein conference participation announcement with standard webcast and replay details.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

The stock has mostly moved in line with news tone, with one outsized upside move on neutral conference commentary.

Key Terms

convertible senior notes, capped calls, rule 144a

3 terms

convertible senior notes financial

"offering of $2.2 billion aggregate principal amount of its 0.00% convertible senior notes due 2029"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

capped calls financial

"$123.2 million of proceeds used to acquire capped calls intended to offset any share dilution"

A capped call is a type of option tied to a company’s convertible securities that gives the holder the right to buy shares up to a set price, but with a fixed ceiling on the payout. Companies commonly use capped calls to reduce the number of new shares that would dilute existing shareholders if convertibles turn into stock; for investors this matters because capped calls can limit dilution, affect share supply, and alter the potential upside and risk of owning the stock.

rule 144a regulatory

"to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A of the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Transaction raised $2.2 billion, enhancing strategic flexibility to invest for future growth

Approximately $290 million of proceeds used to repurchase outstanding Class A common stock

$123.2 million of proceeds used to acquire capped calls intended to offset any share dilution elevating conversion price to $174.42 per share

With the capped calls, Robinhood anticipates no net dilution from the transaction until its share price exceeds approximately $237.85 or an approximately 154% increase from today’s closing price. Factoring in the share repurchase, Robinhood anticipates no net dilution from the transaction until its share price exceeds $303.95

MENLO PARK, Calif., June 25, 2026 (GLOBE NEWSWIRE) -- Robinhood Markets, Inc. (“Robinhood”) (NASDAQ: HOOD) today announced the closing of its previously announced private offering of $2.2 billion aggregate principal amount of its 0.00% convertible senior notes due 2029 (the “Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). The offering represents the aggregate of both the previously announced offering of $2.0 billion, as well as the full exercise of the $200 million option to purchase additional Notes granted by Robinhood to the initial purchasers of the Notes.

“Our business continues to grow rapidly as we deliver industry-leading products to our customers,” said Shiv Verma, Robinhood Chief Financial Officer.  “And this transaction gives us even more strategic flexibility to invest for future growth.”

The net proceeds from the offering were approximately $2.169 billion, after deducting the initial purchasers’ discounts and estimated expenses payable by Robinhood. Robinhood used approximately $290 million of the net proceeds from the Offering to repurchase 2.743 million shares of its Class A common stock and $123.2 million of the net proceeds from the Offering to fund the costs of the capped call transactions described below. It intends to use the remainder of the net proceeds from the Offering, if any, for general corporate purposes, which may include organic growth investments, potential acquisitions and/or capital expenditures. In addition, following the Offering, Robinhood may repurchase additional shares of its Class A common stock pursuant to Robinhood’s stock repurchase program.

The capped call transactions entered into in connection with the offering are expected to generally reduce potential dilution to the common stock upon conversion of the Notes or to offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with the reduction or offset subject to a cap initially equal to approximately $237.85 per share (an approximately 125% premium to the closing price of Robinhood’s Class A common stock on the offering date of June 22, 2026).

About Robinhood

Robinhood Markets, Inc. (NASDAQ: HOOD) transformed financial services by introducing commission-free stock trading and democratizing access to the markets for millions of investors. Today, Robinhood, through its subsidiaries, lets you trade stocks, options, futures (which includes event contracts), and crypto, invest for retirement, earn with Robinhood Gold, and access an expert-managed portfolio with Robinhood Strategies. Headquartered in Menlo Park, California, Robinhood puts customers in the driver’s seat, delivering unprecedented value and products intentionally designed for a new generation of investors. Additional information about Robinhood can be found at www.robinhood.com.

Robinhood uses the “Overview” tab of its Investor Relations website (accessible at investors.robinhood.com/overview) and its Newsroom (accessible at newsroom.aboutrobinhood.com), as means of disclosing information to the public in a broad, non-exclusionary manner for purposes of the U.S. Securities and Exchange Commission (“SEC”) Regulation Fair Disclosure (Reg. FD). Investors should routinely monitor those web pages, in addition to Robinhood’s press releases, SEC filings, and public conference calls and webcasts, as information posted on them could be deemed to be material information.

“Robinhood” and the Robinhood feather logo are registered trademarks of Robinhood Markets, Inc. All other names are trademarks and/or registered trademarks of their respective owners.

Contacts

Investor Relations
ir@robinhood.com

Media
press@robinhood.com

Forward-Looking Statements

This press release contains forward-looking statements regarding Robinhood and its consolidated subsidiaries (“we,” “Robinhood,” or the “Company”), including, but not limited to, statements regarding the anticipated effects of entering into the capped call transactions, and the intended use of the net proceeds from the Offering and the anticipated effects thereof. In some cases, you can identify forward-looking statements because they contain words such as “believe,” “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Our forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual future results, performance, or achievements to differ materially from any future results expressed or implied in this press release. Factors that contribute to the uncertain nature of our forward-looking statements include, among others, risks and uncertainties associated with market conditions, including market interest rates, the trading price and volatility of Robinhood’s Class A common stock and risks related to this Offering, and Robinhood’s business and operations and results of operations. Because some of these risks and uncertainties cannot be predicted or quantified and some are beyond our control, you should not rely on our forward-looking statements as predictions of future events. More information about potential risks and uncertainties that could affect our business and financial results can be found in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as well as in our other filings with the SEC, all of which are available on the SEC’s web site at www.sec.gov. Moreover, we operate in a very competitive and rapidly changing environment; new risks and uncertainties may emerge from time to time, and it is not possible for us to predict all risks nor identify all uncertainties. The events and circumstances reflected in our forward-looking statements might not be achieved and actual results could differ materially from those projected in the forward-looking statements. Except as otherwise noted, all forward-looking statements in this press release are made as of the date of this press release, June 25, 2026, and are based on information and estimates available to us at this time. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Except as required by law, Robinhood assumes no obligation to update any of the statements in this press release whether as a result of any new information, future events, changed circumstances, or otherwise. You should read this press release with the understanding that our actual future results, performance, events, and circumstances might be materially different from what we expect.

FAQ

What did Robinhood (HOOD) announce about its 2029 convertible notes offering on June 25, 2026?

Robinhood closed a private offering of $2.2 billion 0.00% convertible senior notes due 2029. According to Robinhood, the notes were sold to qualified institutional buyers under Rule 144A, providing net proceeds of approximately $2.169 billion for general corporate purposes and other uses.

How will Robinhood’s $2.2 billion convertible notes offering affect HOOD shareholder dilution?

Robinhood expects limited dilution from its 2029 convertible notes due to capped call transactions and share repurchases. According to Robinhood, it anticipates no net dilution until the share price exceeds about $237.85, or around $303.95 when factoring in its $290 million stock buyback.

What are the key terms of Robinhood’s 0.00% convertible senior notes due 2029 (HOOD)?

The notes carry a 0.00% coupon and mature in 2029, with an initial conversion price of $174.42 per share. According to Robinhood, the $2.2 billion aggregate principal amount includes a $200 million option exercised by initial purchasers in the Rule 144A offering.

How is Robinhood using the proceeds from its 2026 HOOD convertible notes offering?

Robinhood is using proceeds for share repurchases, capped calls, and general corporate purposes. According to Robinhood, about $290 million repurchased 2.743 million Class A shares, $123.2 million funded capped calls, and remaining net proceeds support organic growth, potential acquisitions, and capital expenditures.

What is the purpose of the capped call transactions in Robinhood’s 2029 convertible notes deal?

The capped calls are designed to reduce potential dilution upon note conversion or offset cash payments above principal. According to Robinhood, the capped calls have an initial cap of about $237.85 per share, a 125% premium to the June 22, 2026 Class A closing price.

How does Robinhood’s June 2026 stock repurchase relate to the HOOD convertible notes offering?

The repurchase was partly funded by the convertible notes proceeds and helps raise the dilution threshold. According to Robinhood, about $290 million bought 2.743 million Class A shares, contributing to an anticipated no net dilution until the share price exceeds roughly $303.95.