{"filing":{"accession_number":"0001783879-26-000077","cik":"0001783879","ticker":"HOOD","company_name":"Robinhood Markets, Inc.","form":"8-K","filing_date":"2026-06-25","report_date":null,"primary_document":"hood-20260622.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1783879/000178387926000077/hood-20260622.htm"},"events":[{"id":14039,"run_id":12480,"accession_number":"0001783879-26-000077","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.97,"summary":"Robinhood completed a private offering of $2.2 billion in aggregate principal amount of 0.00% convertible senior notes due 2029, creating a material direct financial obligation. The notes are convertible into up to 20,811,560 shares of Class A common stock and were issued under Section 4(a)(2) and Rule 144A exemptions. Net proceeds of approximately $2.169 billion were used for share repurchases ($290 million), capped call transactions ($123.2 million), and general corporate purposes.","company_name":"Robinhood Markets, Inc.","ticker":"HOOD","filing_date":"2026-06-25","form":"8-K","submitted_at":null,"items":[{"id":11360,"accession_number":"0001783879-26-000077","item_number":"1.01","item_title":"Entry into a Material Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Robinhood completed a private offering of $2.2 billion in aggregate principal amount of 0.00% convertible senior notes due 2029, issued pursuant to an indenture dated June 25, 2026. This is a material creation of a direct financial obligation. While the notes are convertible, the primary event disclosed under Item 1.01 is the issuance of the debt instrument itself, not equity conversion mechanics. The company also entered into capped call transactions to hedge dilution, which are ancillary to the debt issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:27:47.224146+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11361,"accession_number":"0001783879-26-000077","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.98,"reasoning":"Robinhood closed a $2.2 billion offering of 0.00% convertible senior notes due 2029, creating a direct financial obligation. The filing explicitly states this is Item 2.03 (Creation of a Direct Financial Obligation), and the press release confirms the closing of the private placement of convertible notes with net proceeds of approximately $2.169 billion. This is a material debt issuance that enhances the company's capital structure and strategic flexibility.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:27:47.224146+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11362,"accession_number":"0001783879-26-000077","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Robinhood completed a $2.2 billion private offering of convertible senior notes with a maximum of 20,811,560 shares of Class A common stock issuable upon conversion. The offering was conducted under Section 4(a)(2) and Rule 144A exemptions from registration, and the notes and underlying shares have not been registered under the Securities Act. This is a classic dilutive issuance—unregistered equity securities (convertible notes with substantial equity upside) sold to qualified institutional buyers in a private placement to raise capital.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:27:47.224146+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11363,"accession_number":"0001783879-26-000077","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Robinhood announced the closing of a $2.2 billion offering of 0.00% convertible senior notes due 2029 in a private placement to qualified institutional buyers. This represents the creation of a new direct financial obligation through debt issuance. The company also used proceeds for share repurchases ($290 million) and capped call transactions ($123.2 million), with remaining proceeds intended for general corporate purposes including potential acquisitions and capital expenditures. This is a material capital-raising transaction that affects the company's financial structure and leverage.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:27:47.224146+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11364,"accession_number":"0001783879-26-000077","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The primary event disclosed is the closing of a $2.2 billion offering of convertible senior notes due 2029, which creates a new direct financial obligation. While the filing also mentions a $290 million share repurchase funded from the proceeds, the central transaction is the debt issuance itself. The convertible notes represent a material capital-raising event that affects the company's financial structure and obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:27:47.224146+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":11360,"accession_number":"0001783879-26-000077","item_number":"1.01","item_title":"Entry into a Material Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Robinhood completed a private offering of $2.2 billion in aggregate principal amount of 0.00% convertible senior notes due 2029, issued pursuant to an indenture dated June 25, 2026. This is a material creation of a direct financial obligation. While the notes are convertible, the primary event disclosed under Item 1.01 is the issuance of the debt instrument itself, not equity conversion mechanics. The company also entered into capped call transactions to hedge dilution, which are ancillary to the debt issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:27:47.224146+00:00","company_name":"Robinhood Markets, Inc.","ticker":"HOOD","filing_date":"2026-06-25"},{"id":11361,"accession_number":"0001783879-26-000077","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.98,"reasoning":"Robinhood closed a $2.2 billion offering of 0.00% convertible senior notes due 2029, creating a direct financial obligation. The filing explicitly states this is Item 2.03 (Creation of a Direct Financial Obligation), and the press release confirms the closing of the private placement of convertible notes with net proceeds of approximately $2.169 billion. This is a material debt issuance that enhances the company's capital structure and strategic flexibility.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:27:47.224146+00:00","company_name":"Robinhood Markets, Inc.","ticker":"HOOD","filing_date":"2026-06-25"},{"id":11362,"accession_number":"0001783879-26-000077","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Robinhood completed a $2.2 billion private offering of convertible senior notes with a maximum of 20,811,560 shares of Class A common stock issuable upon conversion. The offering was conducted under Section 4(a)(2) and Rule 144A exemptions from registration, and the notes and underlying shares have not been registered under the Securities Act. This is a classic dilutive issuance—unregistered equity securities (convertible notes with substantial equity upside) sold to qualified institutional buyers in a private placement to raise capital.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:27:47.224146+00:00","company_name":"Robinhood Markets, Inc.","ticker":"HOOD","filing_date":"2026-06-25"},{"id":11363,"accession_number":"0001783879-26-000077","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Robinhood announced the closing of a $2.2 billion offering of 0.00% convertible senior notes due 2029 in a private placement to qualified institutional buyers. This represents the creation of a new direct financial obligation through debt issuance. The company also used proceeds for share repurchases ($290 million) and capped call transactions ($123.2 million), with remaining proceeds intended for general corporate purposes including potential acquisitions and capital expenditures. This is a material capital-raising transaction that affects the company's financial structure and leverage.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:27:47.224146+00:00","company_name":"Robinhood Markets, Inc.","ticker":"HOOD","filing_date":"2026-06-25"},{"id":11364,"accession_number":"0001783879-26-000077","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The primary event disclosed is the closing of a $2.2 billion offering of convertible senior notes due 2029, which creates a new direct financial obligation. While the filing also mentions a $290 million share repurchase funded from the proceeds, the central transaction is the debt issuance itself. The convertible notes represent a material capital-raising event that affects the company's financial structure and obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:27:47.224146+00:00","company_name":"Robinhood Markets, Inc.","ticker":"HOOD","filing_date":"2026-06-25"}]}