NASDAQ: HOOD Robinhood Markets, Inc. 8-K

Robinhood closes $2.2B convertible debt offering, uses $290M for share buyback

Filed June 25, 2026 · Period ending June 22, 2026 · ~1 min read

Key Changes

high

Robinhood issued $2.2B in zero-coupon convertible notes due 2029, convertible at $174.42/share (65% premium to June 22 closing price), representing up to 20.8M shares of potential dilution.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
high

Company used $290M of debt proceeds to repurchase 2.7M shares at $105.71/share, reducing share count while increasing leverage—a capital allocation choice that amplifies per-share metrics but adds financial risk.

Item 8.01 — Other Events verify on EDGAR →
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Robinhood purchased $123M in capped call options to defer net dilution until share price exceeds $237.85 (154% above June 25 close); combined with buyback, dilution deferred until $303.95/share.

Exhibit 99.1 view on EDGAR →
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Notes can be redeemed by Robinhood starting July 2028 if stock trades above 120% of conversion price for 20 of 30 days; noteholders can force repurchase at par upon fundamental change events.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →

Summary

Robinhood closed a $2.2 billion convertible debt offering with zero coupon and a 2029 maturity, converting at $174.42 per share—a 65% premium to the June 22 stock price. The notes represent potential dilution of up to 20.8 million shares if converted.

The company immediately deployed $290 million of the proceeds to buy back 2.7 million shares at $105.71 each, a capital allocation decision that reduces share count but increases leverage and financial risk. To mitigate conversion dilution, Robinhood spent $123 million on capped call options that defer net shareholder dilution until the stock exceeds $237.85 (a 154% gain from the June 25 close).

Factoring in the concurrent buyback, net dilution is pushed out to $303.95 per share. The remaining proceeds are earmarked for general corporate purposes including organic growth, potential acquisitions, and capital expenditures. The structure gives Robinhood cheap capital with substantial headroom before existing shareholders experience dilution, though the debt-funded buyback introduces leverage that amplifies both upside and downside for equity holders.

Section-by-Section Diff

Event · Exhibit 99.1

~1,500 words View exhibit on EDGAR ↗

Robinhood closed $2.2B convertible debt offering, using proceeds for $290M stock buyback, capped calls, and general corporate purposes.

3 Added

Added Convertible debt offering closed high

Added in current filing · view on EDGAR →

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.

Robinhood completed a $2.2 billion convertible senior notes offering due 2029 with a 0% coupon. The offering included the base $2.0 billion plus the full $200 million greenshoe option exercised by initial purchasers. The notes were sold privately to qualified institutional buyers under Rule 144A.

Added Use of proceeds high

Added in current filing · view on EDGAR →

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.

Net proceeds were approximately $2.169 billion after fees. Robinhood allocated $290 million to repurchase 2.743 million Class A shares and $123.2 million to purchase capped calls. The remaining proceeds are earmarked for general corporate purposes including organic growth, potential acquisitions, and capital expenditures.

Added Capped call transactions medium

Added in current filing · view on EDGAR →

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).

Robinhood purchased capped call options to mitigate dilution from note conversions. The capped calls offset dilution or excess cash payments up to a share price cap of approximately $237.85, representing a 125% premium to the June 22, 2026 closing stock price. This structure elevates the effective conversion price and limits shareholder dilution.

Event · Item 3.02 — Unregistered Sales of Equity Securities

~300 words

Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.

1 Added

Added Registration exemptions medium

Added in current filing · verify on EDGAR →

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.

The notes and any shares issued upon conversion are unregistered securities. The notes were sold to institutional buyers under private placement exemptions. Any shares issued upon conversion will rely on Section 3(a)(9) exemption because no commission or remuneration is expected in connection with conversion.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~1,800 words

Robinhood completed a $2.2B convertible debt offering with 0% interest, maturing 2029, and entered capped call transactions to limit dilution.

4 Added

Added Conversion terms high

Added in current filing · verify on EDGAR →

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 notes convert at an initial rate of 5.7332 shares per $1,000 principal, equivalent to a conversion price of $174.42 per share. This represents a 65% premium to the stock price on June 22, 2026. Conversion is restricted to specific circumstances before July 1, 2029, including when the stock trades above 130% of the conversion price for 20 of 30 trading days in a quarter. Note: these figures were previously disclosed in the company's Jun 23, 2026 8-K.

Added Optional redemption rights medium

Added in current filing · verify on EDGAR →

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.

Starting July 1, 2028, Robinhood can redeem the notes at par if its stock trades at or above 120% of the conversion price for 20 of 30 consecutive trading days. This gives the company flexibility to retire the debt early if the stock performs well, though at least $200 million in notes must remain outstanding unless total outstanding falls below $100 million. Note: these figures were previously disclosed in the company's Jun 23, 2026 8-K.

Added Fundamental change put rights medium

Added in current filing · verify on EDGAR →

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).

If Robinhood undergoes a fundamental change (such as a change of control), noteholders can require the company to repurchase their notes at 100% of principal plus any accrued special interest. This protects bondholders in the event of a major corporate transaction.

Added Capped call transactions high

Added in current filing · verify on EDGAR →

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.

Robinhood purchased capped call options covering approximately 12.6 million shares with a strike price of $174.42 and cap price of $237.85. These derivatives are designed to reduce potential shareholder dilution from note conversions and offset cash payments above principal, though the benefit is capped at the $237.85 share price.