Opportunistic capital raise with proceeds used to enhance strategic flexibility to invest for future growth     

Approximately $300 million of the proceeds to be used to repurchase shares, although the amount of Class A common stock that Robinhood actually repurchases may be more or less than $300 million

Additionally, a portion of the proceeds to be used to purchase capped calls intended to offset any share dilution until at least a targeted 125% premium to the last reported sale price of Robinhood’s Class A common stock on the date of pricing

MENLO PARK, Calif., June 22, 2026 (GLOBE NEWSWIRE) -- Robinhood Markets, Inc. ("Robinhood") (NASDAQ:HOOD) today announced that, subject to market conditions, it intends to offer $2.0 billion in aggregate principal amount of 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"). Robinhood also intends to grant the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period from, and including the date on which the Notes are first issued, up to an additional $200 million aggregate principal amount of Notes.

The Notes will be senior, unsecured obligations of Robinhood. Robinhood will settle conversions by paying cash up to the aggregate principal amount of the Notes to be converted and paying or delivering, as the case may be, cash, shares of Robinhood’s Class A common stock or a combination of cash and shares of Robinhood’s Class A common stock, at Robinhood’s election, in respect of the remainder, if any, of Robinhood’s conversion obligation in excess of the aggregate principal amount of the Notes being converted, based on the then applicable conversion rate. The Notes will mature on October 1, 2029, unless earlier converted, redeemed or repurchased.

Robinhood may not redeem the Notes prior to July 1, 2028, except in the event of a cleanup redemption (as defined below). Robinhood may redeem for cash all or any portion of the Notes (subject to certain limitations), at its option, on or after July 1, 2028 and prior to the 21st scheduled trading day immediately preceding October 1, 2029, if the last reported sale price of Robinhood’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 Robinhood provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, the Notes will be redeemable at any time if the aggregate principal amount of the Notes that remains outstanding is less than $100 million and certain other conditions are satisfied (a "cleanup redemption").

The interest rate, the initial conversion rate and certain other terms of the Notes will be determined at the time of pricing of the Offering.

Robinhood intends to use (i) approximately $300 million of the net proceeds from the Offering to repurchase its Class A common stock, although the amount of its Class A common stock that Robinhood actually repurchases may be more or less than $300 million, (ii) a portion of the net proceeds from the Offering to fund the costs of the capped call transactions described below and (iii) 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. If the initial purchasers exercise their option to purchase additional Notes, Robinhood expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions. In addition, following the Offering, Robinhood plans to continue to repurchase additional shares of its Class A common stock pursuant to Robinhood’s stock repurchase program. The repurchases of Robinhood’s Class A common stock described above could increase (or reduce the size of any decrease in) the market price of Robinhood’s Class A common stock or the Notes. In the case of repurchases effected concurrently with the Offering, this activity could affect the market price of Robinhood’s Class A common stock prior to, concurrently with or shortly after the pricing of the Notes, and could result in a higher effective conversion price for the Notes.