HOOD: Material agreement · New financial obligation · Unregistered securities sale · Company disclosure · Other company developments

Item 1.01 Entry into a Material Agreement. Indenture and Notes On June 25, 2026, Robinhood Markets, Inc. (the “Company”) completed its previously announced private offering of 0.00% convertible senior notes due 2029 (the “Notes”). The Notes were sold in a private placement under a purchase agreement, dated as of June 22, 2026 (the “Purchase Agreement”), between the Company and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several initial purchasers named therein (collectively, the “Initial Purchasers”), for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the Notes sold in the offering was $2.2 billion, which includes $200 million in aggregate principal amount of Notes issued pursuant to the Initial Purchasers’ option to purchase additional Notes on the same terms and conditions, which the Initial Purchasers exercised in full on June 23, 2026. The Notes were issued pursuant to an indenture, dated June 25, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are senior unsecured obligations of the Company and will mature on October 1, 2029, unless earlier converted, redeemed or repurchased. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. At any time prior to the close of business on the business day immediately preceding July 1, 2029, the Notes are convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2026 (and only during such calendar quarter), if the las