HOOD · Robinhood Markets, Inc.

Robinhood announced a private offering of $2.0 billion in zero-coupon convertible senior notes due 2029, reflecting an opportunistic capital raise to enhance strategic flexibility. The notes, priced at a 65% premium to the stock price, carry no regular interest and will be convertible into shares at $174.42. The company intends to use approximately $290 million to repurchase its Class A common stock concurrently, which may support the stock price, and $112 million to enter into capped call transactions to limit dilution up to a cap price of $237.85 per share (125% premium). The remainder will fund organic growth, potential acquisitions, or capital expenditures. The offering includes an over-allotment option for an additional $200 million. The notes are unregistered and sold only to qualified institutional buyers, and the company expects to close on June 25, 2026. This capital raise strengthens Robinhood's balance sheet but introduces potential dilution if the stock price appreciates beyond the conversion price.