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

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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 up to $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 →
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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 →
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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 view on EDGAR →
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Option counterparties will purchase shares and enter derivatives to hedge capped calls near-term, potentially supporting stock price. Ongoing hedge adjustments through maturity—especially during conversion observation periods—may create technical trading pressure and affect conversion economics.

Exhibit 99.2 view on EDGAR →

Summary

Robinhood raised $2.0 billion through zero-coupon convertible notes maturing in 2029, priced at a 65% conversion premium to the June 22 closing price of $105.67 per share. The company will use $290 million of proceeds to repurchase shares concurrently with the offering and $112 million to fund capped call transactions that limit dilution up to $237.85 per share (a 125% premium).

The remainder goes toward general corporate purposes, including organic growth investments and potential acquisitions. The company plans to continue share repurchases under its existing buyback program following the offering. This is a routine opportunistic capital raise that enhances Robinhood's strategic flexibility while managing dilution through both immediate buybacks and derivative hedging.

The zero-coupon structure and high conversion premium (notes convert only if the stock rises 65% from current levels) make this relatively shareholder-friendly debt. The filing discloses standard technical effects: option counterparties will purchase shares near-term to hedge their exposure, potentially supporting the stock price, though ongoing hedge adjustments through 2029 may create periodic volatility. The company retains the right to redeem the notes starting July 2028 if the stock performs well, giving it flexibility to retire the debt early. For retail holders, this represents management's confidence in growth prospects and commitment to returning capital, with minimal near-term dilution risk given the high conversion threshold and offsetting buybacks.

Section-by-Section Diff

Event · Exhibit 99.2

~2,700 words View exhibit on EDGAR ↗

Robinhood priced $2.0B of 0% convertible notes due 2029, using ~$290M to repurchase shares and $112M for capped calls to offset dilution.

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Added Convertible debt issuance high

Added in current filing · view on EDGAR →

Robinhood Markets, Inc. (“Robinhood”) (NASDAQ: HOOD) today announced that it has priced an offering of $2.0 billion in aggregate principal amount of 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”). Robinhood has also granted the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period from, and including the date on which the Notes are first issued, up to an additional $200 million aggregate principal amount of Notes. The Offering is expected to close on June 25, 2026, subject to the satisfaction of customary closing conditions.

Robinhood priced a $2.0 billion private offering of zero-coupon convertible senior notes maturing October 1, 2029, with an additional $200 million greenshoe option. The notes are convertible at an initial rate of 5.7332 shares per $1,000 principal (conversion price ~$174.42, a 65% premium to the June 22, 2026 closing price). The company will settle conversions in cash up to principal amount, with any excess settled in cash, stock, or a combination at Robinhood's election. The notes are redeemable by Robinhood starting July 1, 2028 if the stock trades at least 120% of conversion price for 20 of 30 consecutive trading days, and holders can require repurchase at par upon a fundamental change.

Added Ongoing share repurchase program medium

Added in current filing · view on EDGAR →

In addition, following the Offering, Robinhood plans to continue to repurchase additional shares of its Class A common stock pursuant to Robinhood’s stock repurchase program. The repurchases of Robinhood’s Class A common stock described above could increase (or reduce the size of any decrease in) the market price of Robinhood’s Class A common stock or the Notes.

Beyond the $290 million concurrent repurchase funded by offering proceeds, Robinhood plans to continue repurchasing shares under its existing stock repurchase program. The filing notes these repurchases could support the stock price or the notes' market value.

Event · Exhibit 99.1

~2,300 words View exhibit on EDGAR ↗

Robinhood announces $2.0B convertible notes offering due 2029, with ~$300M for share buybacks and proceeds for growth investments.

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Added Use of proceeds high

Added in current filing · view on EDGAR →

Robinhood intends to use (i) approximately $300 million of the net proceeds from the Offering to repurchase its Class A common stock, although the amount of its Class A common stock that Robinhood actually repurchases may be more or less than $300 million, (ii) a portion of the net proceeds from the Offering to fund the costs of the capped call transactions described below and (iii) 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.

Approximately $300 million of proceeds will be used for share repurchases, though the actual amount may vary. A portion will fund capped call transactions to offset dilution, and the remainder will go toward general corporate purposes including organic growth, potential acquisitions, and capital expenditures. The company plans to continue additional share repurchases under its existing buyback program following the offering.

Added Capped call transactions medium

Added in current filing · view on EDGAR →

In connection with the pricing of the Notes, Robinhood expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the Notes or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments, the number of shares of Robinhood’s Class A common stock initially underlying the Notes sold in the Offering. The capped call transactions are expected generally to reduce potential dilution to Robinhood’s Class A common stock upon conversion of any Notes and/or offset any cash payments Robinhood 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.

Robinhood will enter into capped call transactions covering the shares underlying the notes to reduce dilution upon conversion and offset cash payments above principal, subject to a cap. The filing notes these transactions are intended to offset dilution until at least a 125% premium to the stock price at pricing. The option counterparties are expected to purchase shares and enter into derivative transactions concurrently with or shortly after pricing, which could affect the stock price.

Added Redemption provisions medium

Added in current filing · view on EDGAR →

Robinhood may not redeem the Notes prior to July 1, 2028, except in the event of a cleanup redemption (as defined below). Robinhood may redeem for cash all or any portion of the Notes (subject to certain limitations), at its option, on or after July 1, 2028 and prior to the 21st scheduled trading day immediately preceding October 1, 2029, if the last reported sale price of Robinhood’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 Robinhood provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, the Notes will be redeemable 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 (a “cleanup redemption”).

The notes cannot be redeemed before July 1, 2028, except for cleanup redemptions when less than $100 million remains outstanding. After July 1, 2028, Robinhood can redeem the notes at par plus accrued interest if its stock trades at 120% or more of the conversion price for at least 20 days in any 30-day period. This gives Robinhood flexibility to retire the debt early if the stock performs well.

Added Market impact disclosures medium

Added in current filing · view on EDGAR →

The repurchases of Robinhood’s Class A common stock described above could increase (or reduce the size of any decrease in) the market price of Robinhood’s Class A common stock or the Notes. In the case of repurchases effected concurrently with the Offering, this activity could affect the market price of Robinhood’s Class A common stock prior to, concurrently with or shortly after the pricing of the Notes, and could result in a higher effective conversion price for the Notes.

The filing explicitly warns that the planned share repurchases and the option counterparties' hedging activities could affect the stock price and the notes' pricing. Concurrent repurchases could result in a higher effective conversion price for the notes. Additionally, the counterparties may modify hedge positions through derivative transactions and secondary market activity throughout the notes' life, potentially affecting conversion ability and value.