Robinhood (HOOD) Signs Agreement for Up to $2.2 Billion Convertible Bond Issuance

Robinhood Markets entered into an Indenture with U.S. Bank Trust Company, National Association on June 25, 2026, to issue up to $2.2 billion of 0.00% Convertible Senior Notes[1]. These notes will mature on October 1, 2029, and upon conversion into common stock, they may dilute existing shareholders and increase the company’s debt[1].

Under the Indenture, Robinhood may issue up to $2.2 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2029, convertible into the company’s Class A common stock under specified terms[1]. The agreement includes provisions for conversion mechanics, optional redemption and make-whole redemption, holder repurchase rights upon a Fundamental Change, events of default and corresponding acceleration clauses, among other items[1].

The company holds an option to redeem the notes early upon satisfaction of certain conditions, while in the event of a merger, change of control or other Fundamental Change, holders have the right to require the company to repurchase their notes[1]. Additionally, if an event of default occurs, the Indenture allows for accelerated repayment under the stipulated circumstances, strengthening the company’s financial and contractual obligations[1]. This filing constitutes entry into a Material Definitive Agreement (Item 1.01) and creation of a direct financial obligation (Item 2.03) under Form 8-K[1].

Key Terms	Details
Issuance Limit	Up to $2.2 billion aggregate principal amount[1]
Interest Rate	0.00% (non-interest bearing)[1]
Maturity Date	October 1, 2029[1]
Security Type	Convertible Senior Notes[1]
Conversion Into	Class A common stock[1]
Early Redemption	Company optional redemption and make-whole provisions[1]
Investor Protections	Holder repurchase rights on Fundamental Change; acceleration on default[1]
Trustee	U.S. Bank Trust Company, National Association[1]

Meanwhile, an insider trading disclosure for Robinhood stock was also filed. On July 2, 2026, Stephen M. Quek, Chief Brokerage Officer, sold 19,377 shares of Class A common stock under a pre-established Rule 10b5-1 trading plan at $119.96 per share, realizing $2,325,109.92 in proceeds, and continues to hold 62,612 shares following the sale[3]. On August 27–28, 2025, Malky Meyer, who leads Ribbit-affiliated funds, indirectly sold 1,173,808 shares of Class A common stock through trust and fund structures for approximately $121.9 million, and established a collar hedge using FLEX options expiring December 31, 2027 (purchasing 30,000 puts and selling 30,000 calls). She continues to maintain significant exposure of approximately $7.618 million on a combined direct and indirect basis[2].