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NASDAQ: HOOD Robinhood Markets, Inc. 8-K

Robinhood prices $2.0B zero-coupon convertible notes due 2029, uses $290M for buybacks

Filed June 23, 2026 · Period ending June 22, 2026 · ~2 min read

Key Changes

  • high

    Robinhood priced $2.0 billion of 0% convertible senior notes maturing October 2029 at a 65% conversion premium (~$174.42/share vs. $105.67 close), with a $200M greenshoe option. Notes are convertible into cash up to principal, with excess settled in cash, stock, or combination at company's election.

    Exhibit 99.2 view on EDGAR →
  • high

    Net proceeds of ~$1.97B will fund $290M in concurrent share repurchases at June 22 closing price, $112M for capped call transactions to offset dilution through $237.85/share (125% premium), and remainder for general corporate purposes including growth investments and potential acquisitions.

    Exhibit 99.2 view on EDGAR →
  • medium

    Robinhood can redeem notes starting July 2028 if stock trades at 120%+ of conversion price for 20 of 30 consecutive days. Holders can require repurchase at par upon fundamental change. Company retains flexibility to continue buybacks under existing program post-offering.

    Exhibit 99.1 verify on EDGAR →

1 more material change behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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Generated by AI · Jun 23, 2026 11:07 AM