Robinhood Markets, Inc. (NASDAQ: HOOD) has priced a $2.0 billion private offering of 0.00% convertible senior notes due October 1, 2029, according to a company statement. The notes will be sold to qualified institutional buyers under Rule 144A of the Securities Act of 1933.

The initial purchasers have been granted an option to buy up to an additional $200 million in aggregate principal amount of notes within a 13-day period following issuance. The offering is expected to close on June 25, 2026, subject to customary closing conditions.

Robinhood estimates net proceeds of approximately $1.97 billion, or approximately $2.17 billion if the overallotment option is exercised in full. The company plans to allocate approximately $290 million of the proceeds to repurchase Class A common stock in privately negotiated transactions at the June 22, 2026 closing price. An additional $112 million will fund capped call transactions designed to reduce potential share dilution. The remainder is designated for general corporate purposes, which may include organic growth investments, acquisitions, and capital expenditures.

The notes carry an initial conversion price of approximately $174.42 per share, representing a 65% premium over Robinhood's Class A common stock closing price on June 22, 2026. The notes are not redeemable before July 1, 2028, except under limited cleanup redemption conditions.

Robinhood also entered into capped call transactions with certain financial institutions to offset potential dilution upon conversion. The cap price is set at approximately $237.85 per share, representing a 125% premium over the June 22, 2026 closing price.

The notes are unsecured senior obligations and do not bear regular interest. Upon conversion, Robinhood may settle in cash, Class A common stock, or a combination of both, at the company's election. Holders may require repurchase at par value upon a fundamental change event.

The notes 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.