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  4. [8-K] Robinhood Markets, Inc. Reports Material Event

Robinhood (NASDAQ: HOOD) sells $2.2B zero-coupon converts, adds buybacks

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(High)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Robinhood Markets, Inc. completed a private offering of $2.2 billion of 0.00% convertible senior notes due 2029 sold to qualified institutional buyers. The notes are senior unsecured, carry no regular interest, and mature on October 1, 2029 with multiple stock price–based conversion and redemption triggers.

The initial conversion rate is 5.7332 shares per $1,000 principal, implying a conversion price of about $174.42 per share, a roughly 65% premium to the Class A common stock price on June 22, 2026. Robinhood entered into capped call transactions covering about 12.6 million shares, with an initial cap price near $237.85, to help mitigate dilution from potential conversions.

Net proceeds were about $2.169 billion. Robinhood used roughly $290 million to repurchase 2.743 million Class A shares at $105.71 and $123.2 million to pay for the capped calls, with remaining funds earmarked for general corporate purposes, including possible growth investments, acquisitions and capital spending.

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Insights

Robinhood raises 0% convertible debt, pairs it with buybacks and capped calls.

Robinhood issued $2.2 billion of 0.00% convertible senior notes due 2029, creating a sizable, low-coupon liability while avoiding immediate equity dilution. The initial conversion price of about $174.42 per share sits well above the June 22, 2026 stock price.

The company spent $290 million repurchasing 2.743 million Class A shares and $123.2 million on capped calls with a cap initially around $237.85 per share. These structures are designed to lessen dilution if the notes convert, but noteholders’ and market behavior will ultimately determine the impact.

The net cash inflow of roughly $2.169 billion before these uses supports general corporate purposes, including organic growth, acquisitions and capital spending. Future filings describing leverage metrics, conversion activity and any additional buybacks will clarify how this capital raise affects Robinhood’s balance sheet and share count over time.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Convertible notes issued $2.2 billion principal 0.00% convertible senior notes due 2029
Net proceeds $2.169 billion After discounts and expenses for notes offering
Share repurchase $290 million for 2.743 million shares Repurchase price $105.71 per Class A share
Capped call cost $123.2 million Funded from notes offering proceeds
Initial conversion price $174.42 per share 5.7332 shares per $1,000 principal; 65% premium
Capped call coverage 12,613,040 shares Class A common stock subject to anti-dilution adjustments
Initial cap price $237.85 per share Approximate initial cap on capped calls
Max shares on conversion 20,811,560 shares Maximum Class A shares issuable upon notes conversion
convertible senior notes financial
"private offering of 0.00% convertible senior notes due 2029 (the “Notes”)"
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 call transactions financial
"entered into privately negotiated capped call transactions (the “Capped Calls”)"
Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.
qualified institutional buyers regulatory
"for resale to persons reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Fundamental Change financial
"If the Company undergoes a Fundamental Change (as defined in the Indenture)"
A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Regulation FD regulatory
"as means of disclosing information to the public for purposes of SEC Regulation Fair Disclosure (Reg. FD)"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
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Understanding 8-K Material Events →
0001783879FALSE00017838792026-06-222026-06-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 22, 2026

Robinhood Markets, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware 001-40691 46-4364776
     
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
     
85 Willow Road
Menlo Park, CA 94025
(Address of principal executive offices) (Zip Code)

(844) 428-5411
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per shareHOODThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  
   
Emerging growth company ☐
   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01 Entry into a Material Agreement.

Indenture and Notes

On June 25, 2026, Robinhood Markets, Inc. (the “Company”) completed its previously announced private offering of 0.00% convertible senior notes due 2029 (the “Notes”). The Notes were sold in a private placement under a purchase agreement, dated as of June 22, 2026 (the “Purchase Agreement”), between the Company and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several initial purchasers named therein (collectively, the “Initial Purchasers”), for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the Notes sold in the offering was $2.2 billion, which includes $200 million in aggregate principal amount of Notes issued pursuant to the Initial Purchasers’ option to purchase additional Notes on the same terms and conditions, which the Initial Purchasers exercised in full on June 23, 2026. The Notes were issued pursuant to an indenture, dated June 25, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

The Notes are senior unsecured obligations of the Company and will mature on October 1, 2029, unless earlier converted, redeemed or repurchased. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete.
At any time prior to the close of business on the business day immediately preceding July 1, 2029, the Notes are convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate for the Notes on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events as described in the Indenture. On or after July 1, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time regardless of the foregoing circumstances. Upon conversion of the Notes, the Company will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company’s Class A common stock or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted.

The Company may redeem (an “Optional Redemption”) for cash all or any portion of the Notes, at its option, on or after July 1, 2028 and prior to the 21st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Company’s Class A common stock has been at least 120% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid special interest to, but excluding, the redemption date. If the Company redeems less than all the outstanding Notes, at least $200 million in aggregate principal amount of Notes must be outstanding and not subject to redemption as of the date of the relevant notice of redemption. In addition, the Notes will be redeemable, in whole but not in part, at any time if the aggregate principal amount of the Notes that remains outstanding is less than $100 million and certain other conditions are satisfied. No sinking fund is provided for the Notes.

The conversion rate for the Notes will initially be 5.7332 shares of the Company’s Class A common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $174.42 per share of Class A common stock. The initial conversion price of the Notes represents a premium of approximately 65% to the last reported sale price of the Company’s Class A common stock on the Nasdaq Global Select Market on


June 22, 2026. The conversion rate for the Notes is subject to adjustment under certain circumstances in accordance with the terms of the Indenture.

In addition, following certain corporate events that occur prior to the maturity date of the Notes or if the Company delivers a notice of redemption in respect of the Notes, the Company will, under certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes (or any portion thereof) in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the related Redemption Period (as defined in the Indenture), as the case may be.

If the Company undergoes a Fundamental Change (as defined in the Indenture), holders may require, subject to certain conditions and exceptions, the Company to repurchase for cash all or any portion of their Notes at a Fundamental Change Repurchase Price (as defined in the Indenture) equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid special interest, to, but excluding, the Fundamental Change Repurchase Date (as defined in the Indenture).

The Indenture includes customary covenants and sets forth certain events of default (including non-payment of principal or interest when due, breach of other obligations under the Indenture, and certain cross-acceleration events, in each case subject to grace periods and other terms specified in the Indenture) after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable.

The Indenture also provides for certain (i) limitations on mergers, consolidations and sales of all or substantially all assets of the Company and (ii) reporting obligations, among other things.

A copy of the Indenture is attached hereto as Exhibit 4.1 (including the form of the Notes attached hereto as Exhibit 4.2) and is incorporated herein by reference (and this description is qualified in its entirety by reference to such documents).

Capped Call Transactions

On June 22, 2026, in connection with the pricing of the Notes, and on June 23, 2026, in connection with the Initial Purchasers’ exercise in full of their option to purchase additional Notes, the Company also entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the Initial Purchasers or their respective affiliates and certain other financial institutions. The Capped Calls each have an initial strike price of $174.4227 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have initial cap prices of $237.8475 per share, subject to certain adjustments. The Capped Calls cover, subject to anti-dilution adjustments, approximately 12,613,040 shares of the Company’s Class A common stock. The Capped Calls are expected generally to reduce potential dilution to the Class A common stock upon conversion of any Notes and/or 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 such reduction and/or offset subject to a cap based on the cap price. The Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event; a tender offer; and a nationalization, insolvency or delisting involving the Company. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to terminations of the Capped Calls, including changes in law; failures to deliver; and hedging disruptions.

The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Capped Call Confirmations, a form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.




Item 3.02 Unregistered Sale of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Company offered and sold the Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and for resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement.

The maximum number of shares of the Company’s Class A common stock issuable upon conversion of the Notes is 20,811,560, subject to adjustment under certain circumstances in accordance with the terms of the Indenture.
The Notes and the shares of the Company’s Class A common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

To the extent that any shares of Company’s Class A common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of the Company’s Class A common stock.
Item 7.01 Regulation FD Disclosure.

On June 25, 2026, Robinhood published a press release announcing the closing of the Notes offering. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

In connection with the offering of the Notes, the Company used approximately $290 million of the net proceeds from the offering of the Notes to repurchase 2,743,000 shares of the Company’s Class A common stock in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate at a purchase price per share equal to $105.71, the last reported sale price of the Company’s Class A Common Stock on the Nasdaq Global Select Market on June 22, 2026.

Item 9.01 Financial Statements and Exhibits.

Exhibits
Exhibit Number Description
4.1
Indenture, dated June 25, 2026, between Robinhood Markets, Inc. and U.S. Bank Trust Company, National Association
4.2
Form of 0.00% Convertible Senior Note due 2029 (included in Exhibit 4.1)
10.1
Form of Capped Call Confirmation
99.1
Press release dated June 25, 2026
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)







SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
    
  Robinhood Markets, Inc.
    
Date:June 25, 2026By:/s/ Shiv Verma
   Name: Shiv Verma
   Title: Chief Financial Officer




Exhibit 99.1
Robinhood Closes Offering of $2.2 Billion of 0.00% Convertible Senior Notes Due 2029
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— 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).


image_0.jpg
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.
    

Source: View Original Filing on SEC EDGAR

FAQ

What did Robinhood (HOOD) announce in this 8-K filing about new financing?

Robinhood completed a private offering of $2.2 billion 0.00% convertible senior notes due 2029. The notes are senior unsecured, carry no regular interest, and were sold to qualified institutional buyers to support general corporate purposes and strategic flexibility.

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

The notes mature on October 1, 2029, pay no regular interest, and are senior unsecured obligations. They are convertible based on stock price and trading conditions, with multiple triggers and an initial conversion price of about $174.42 per Class A share.

At what price can Robinhood’s new convertible notes initially convert into Class A shares?

The initial conversion rate is 5.7332 shares per $1,000 principal amount, implying a conversion price of approximately $174.42 per Class A share. This represents about a 65% premium to the Class A stock’s last reported price on June 22, 2026.

How much stock did Robinhood (HOOD) repurchase in connection with the notes offering?

Robinhood used approximately $290 million of the notes’ net proceeds to repurchase 2.743 million shares of its Class A common stock. The buybacks were executed in privately negotiated transactions at $105.71 per share, equal to the June 22, 2026 closing price.

What are the capped call transactions Robinhood entered into alongside the notes?

Robinhood bought capped calls covering about 12.613 million Class A shares with an initial strike matching the $174.42 conversion price and a cap around $237.85. These are intended to reduce dilution or offset cash payments if the notes convert above the principal amount.

How much net cash did Robinhood (HOOD) raise from the convertible notes after costs?

Net proceeds from the $2.2 billion offering were about $2.169 billion after purchasers’ discounts and expenses. Robinhood allocated roughly $290 million to share repurchases, $123.2 million to capped calls, and plans to use the remaining funds for general corporate purposes.

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