HOOD · Robinhood Markets, Inc.

Robinhood completed a $2.2 billion private placement of zero-coupon convertible senior notes due 2029, a significant capital raise that strengthens its strategic flexibility. The offering included full exercise of a $200 million greenshoe option by initial purchasers. The notes are convertible into cash and/or shares at Robinhood's election, with an initial conversion price of $174.42 per share, representing a 65% premium to the closing stock price on June 22, 2026. To manage dilution, Robinhood concurrently entered into capped call transactions with certain initial purchasers covering approximately 12.6 million shares, with a cap price of $237.85. Proceeds were partially used to repurchase $290 million of common stock at $105.71 per share, reducing share count and providing immediate value to shareholders. After deducting discounts and expenses, net proceeds were about $2.169 billion. The remainder of the funds will be allocated to general corporate purposes, including organic growth investments and potential acquisitions. The transaction's structure minimizes near-term dilution due to the combination of share repurchase and capped calls; Robinhood stated that with the capped calls, no net dilution is anticipated until the share price exceeds approximately $237.85, and factoring in the repurchase, up to $303.95. The offering enhances Robinhood's liquidity and strategic optionality, positioning the company for future growth initiatives.