[Form 4] Robinhood Markets, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Fastly, Inc. (NYSE: FSLY) filed a Form S-8 on 6 Aug 2025 to register 2,000,000 shares of Class A common stock for issuance under its new 2025 Employment Inducement Incentive Plan, adopted by the board on 11 June 2025. The plan allows grants of non-statutory options, SARs, restricted stock, RSUs, performance stock and cash awards to eligible individuals who join or are promoted at Fastly.

The filing is administrative—no cash is raised. It incorporates Fastly’s latest 10-K, 10-Q and certain 8-K filings by reference, includes standard indemnification language under Delaware law, and lists customary exhibits. Latham & Watkins LLP will render the legality opinion and Deloitte & Touche LLP has provided its auditor consent. Fastly checks the box as a large accelerated filer.

Investor impact: if fully issued, the 2 million shares will modestly increase Fastly’s share count, creating incremental dilution, but the plan enhances the company’s ability to attract and retain talent in a competitive market.

Positive

• Talent acquisition & retention: The 2 million-share inducement plan strengthens Fastly’s ability to hire and keep key employees without immediate cash use.

Negative

• Share dilution risk: Future issuance of up to 2 million additional shares could incrementally dilute existing shareholders as awards vest.

Insights

Equity Compensation Analyst

TL;DR – Routine S-8 registers 2 M shares to fund inducement grants; minor dilution, talent upside.

Registering shares via Form S-8 is standard practice. The 2 million-share pool provides flexibility to structure RSUs, options or performance awards for critical hires in 2025 and beyond. Because the shares were previously unregistered, issuance could not occur without this filing. While the exact dilution depends on future grant timing and forfeiture, the absolute amount is modest relative to Fastly’s existing outstanding shares, so capital structure impact appears limited. Strategically, the equity pool should help Fastly compete for engineering and sales talent, supporting growth initiatives without immediate cash outlay.

Portfolio Manager

TL;DR – Neutral filing; shares enable HR strategy, but add overhang until absorbed.

No financial metrics or guidance change accompanies this S-8. From a portfolio perspective, the key consideration is share overhang: the newly registered stock will eventually flow into the market as awards vest, exerting incremental supply pressure. However, the amount is small and staggered over multiple years. Absent other corporate events, I view the filing as non-impactful to valuation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gallagher Daniel Martin Jr

(Last) (First) (Middle)

C/O ROBINHOOD MARKETS, INC.

85 WILLOW ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Robinhood Markets, Inc. [ HOOD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/04/2025		S(1)		25,000	D	$104.2339(2)	566,887	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 9, 2024.

2. This transaction was executed in multiple trades during the day at prices ranging from $97.41 to $106.62. The weighted-average price is reported above. The Reporting Person hereby undertakes to provide to the SEC staff, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the trades were made.

Remarks:

	/s/ Matthew Yorkavich, attorney-in-fact for Daniel M. Gallagher, Jr.	08/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many shares is Fastly (FSLY) registering in this Form S-8?

The company is registering 2,000,000 shares of Class A common stock.

What is the purpose of Fastly’s 2025 Employment Inducement Incentive Plan?

The plan enables Fastly to grant options, RSUs, SARs and other equity awards to new or promoted employees as hiring incentives.

When was the inducement plan approved?

Fastly’s board approved the plan on June 11, 2025.

Does the S-8 raise cash for Fastly?

No. Form S-8 only registers shares; it does not generate proceeds for the company.

What potential impact does this filing have on existing shareholders?

Issuing the registered shares in the future may incrementally dilute current shareholdings once awards vest or options are exercised.

Who is providing the legal opinion for this filing?

Latham & Watkins LLP is listed as counsel and will deliver the legal opinion (Exhibit 5.1).

What filer status did Fastly indicate?

Fastly checked the box as a Large Accelerated Filer.