Robinhood Closes Offering of $2.2 Billion of 0.00% Convertible Senior Notes Due 2029 (Form 8-K)

Robinhood Closes Offering of $2.2 Billion of 0.00% Convertible Senior Notes Due 2029

Transaction raised $2.2 billion, enhancing strategic flexibility to invest for future growth

Approximately $290 million of proceeds used to repurchase outstanding Class A common stock

$123.2 million of proceeds used to acquire capped calls intended to offset any share dilution elevating conversion price to $174.42 per share

With the capped calls, Robinhood anticipates no net dilution from the transaction until its share price exceeds approximately $237.85 or an approximately 154% increase from today's closing price. Factoring in the share repurchase, Robinhood anticipates no net dilution from the transaction until its share price exceeds $303.95

MENLO PARK, Calif., June 25, 2026- Robinhood Markets, Inc. ("Robinhood") (NASDAQ: HOOD) today announced the closing of its previously announced private offering of $2.2 billion aggregate principal amount of its 0.00% 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"). The offering represents the aggregate of both the previously announced offering of $2.0 billion, as well as the full exercise of the $200 million option to purchase additional Notes granted by Robinhood to the initial purchasers of the Notes.

"Our business continues to grow rapidly as we deliver industry-leading products to our customers," said Shiv Verma, Robinhood Chief Financial Officer. "And this transaction gives us even more strategic flexibility to invest for future growth."

The net proceeds from the offering were approximately $2.169 billion, after deducting the initial purchasers' discounts and estimated expenses payable by Robinhood. Robinhood used approximately $290 million of the net proceeds from the Offering to repurchase 2.743 million shares of its Class A common stock and $123.2 million of the net proceeds from the Offering to fund the costs of the capped call transactions described below. It intends to use 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. In addition, following the Offering, Robinhood may repurchase additional shares of its Class A common stock pursuant to Robinhood's stock repurchase program.

The capped call transactions entered into in connection with the offering are expected to generally reduce potential dilution to the common stock upon conversion of the Notes or to offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with the reduction or offset subject to a cap initially equal to approximately $237.85 per share (an approximately 125% premium to the closing price of Robinhood's Class A common stock on the offering date of June 22, 2026).

About Robinhood

Robinhood Markets, Inc. (NASDAQ: HOOD) transformed financial services by introducing commission-free stock trading and democratizing access to the markets for millions of investors. Today, Robinhood, through its subsidiaries, lets you trade stocks, options, futures (which includes event contracts), and crypto, invest for retirement, earn with Robinhood Gold, and access an expert-managed portfolio with Robinhood Strategies. Headquartered in Menlo Park, California, Robinhood puts customers in the driver's seat, delivering unprecedented

value and products intentionally designed for a new generation of investors. Additional information about Robinhood can be found at www.robinhood.com.

Robinhood uses the "Overview" tab of its Investor Relations website (accessible at investors.robinhood.com/overview) and its Newsroom (accessible at newsroom.aboutrobinhood.com), as means of disclosing information to the public in a broad, non-exclusionary manner for purposes of the U.S. Securities and Exchange Commission ("SEC") Regulation Fair Disclosure (Reg. FD). Investors should routinely monitor those web pages, in addition to Robinhood's press releases, SEC filings, and public conference calls and webcasts, as information posted on them could be deemed to be material information.

"Robinhood" and the Robinhood feather logo are registered trademarks of Robinhood Markets, Inc. All other names are trademarks and/or registered trademarks of their respective owners.

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