Robinhood closes $2.2B convertible notes offering at 0% interest

Robinhood Markets, Inc. (NASDAQ: HOOD) closed a private offering of $2.2 billion in aggregate principal amount of 0.00% convertible senior notes due 2029, according to a company statement. The offering included the initial $2.0 billion plus the full exercise of a $200 million option granted to initial purchasers.

The notes were sold in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933. Net proceeds totaled approximately $2.169 billion after deducting initial purchaser discounts and estimated expenses.

Robinhood used approximately $290 million of the net proceeds to repurchase 2.743 million shares of its Class A common stock. An additional $123.2 million was used to fund capped call transactions intended to reduce potential dilution upon conversion of the notes. The company said the capped calls set an initial cap of approximately $237.85 per share, representing a roughly 125% premium to the closing price of the stock on the June 22, 2026 offering date.

Robinhood said it anticipates no net dilution from the transaction until its share price exceeds approximately $237.85. Factoring in the share repurchase, the company said the dilution threshold rises to approximately $303.95 per share.

The remaining net proceeds are intended for general corporate purposes, which may include organic growth investments, potential acquisitions, and capital expenditures. Robinhood may also repurchase additional Class A common stock under its existing repurchase program.

"This transaction gives us even more strategic flexibility to invest for future growth," said Shiv Verma, Robinhood's Chief Financial Officer.

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