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  4. [Form 4] Roblox Corp Insider Trading Activity

Roblox (NYSE: RBLX) officer sells shares after PSU vesting

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Roblox Corporation’s Chief Safety Officer Matthew D. Kaufman reported equity compensation activity and related share sales. On February 9, 2026, 97,522 performance stock units (PSUs) converted into the same number of Class A shares at $0, raising his direct holdings to 337,297 shares.

These PSUs were earned after Roblox met cumulative Bookings and EBITDA targets between January 1, 2024 and December 31, 2025. Following certification, 67% (65,340 PSUs) vested immediately, with the remaining 32,182 PSUs scheduled to vest in roughly equal installments on May 20, 2026, August 20, 2026, November 20, 2026, and February 20, 2027, subject to Kaufman’s continued service.

On February 10, 2026, Kaufman sold 27,634 shares at an average $72.6113 and 2,400 shares at an average $73.1517. The filing states these sales were mandated “sell-to-cover” transactions to satisfy statutory tax withholding from PSU vesting, not discretionary trades. After these sales, he directly owned 307,263 Class A shares.

Positive

  • None.

Negative

  • None.
Insider Kaufman Matthew D
Role Chief Safety Officer
Sold 30,034 shs ($2.18M)
Type Security Shares Price Value
Sale Class A Common Stock 27,634 $72.6113 $2.01M
Sale Class A Common Stock 2,400 $73.1517 $176K
Exercise Performance Stock Unit 97,522 $0.00 --
Exercise Class A Common Stock 97,522 $0.00 --
Holdings After Transaction: Class A Common Stock — 309,663 shares (Direct); Performance Stock Unit — 0 shares (Direct)
Footnotes (1)
  1. Upon certification by the Issuer's Leadership Development and Compensation Committee on February 9, 2026 of the achievement of certain performance criteria, 65,340 performance stock units ("PSUs") vested. The remaining PSUs will vest on May 20, 2026 (8,045 PSUs), August 20, 2026 (8,046 PSUs), November 20, 2026 (8,045 PSUs), and February 20, 2027 (8,046 PSUs), in each case subject to the Reporting Person's continued service. Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. A portion of these securities are Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of performance stock units ("PSUs"). This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary sale by the Reporting Person. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $72.01 to $73.00, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $73.02 to $73.35, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Each performance stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. The vesting of the performance stock units ("PSUs") was subject to satisfying both a performance-based requirement and a service-based requirement. The performance-based requirement was satisfied based on the achievement of certain cumulative Bookings and EBITDA targets by the Issuer between January 1, 2024 and December 31, 2025, as certified by the Issuer's Leadership Development and Compensation Committee on February 9, 2026. Following certification, 67% of the PSUs vested immediately on February 9, 2026. The remaining 33% of the PSUs will vest in approximately equal quarterly installments on May 20, 2026, August 20, 2026, November 20, 2026, and February 20, 2027, in each case subject to the Reporting Person's continued service.
Form 4 Insider Transactions: What Each Field Means →
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).
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*
Kaufman Matthew D
(Last) (First) (Middle)
C/O ROBLOX CORPORATION
3150 S. DELAWARE ST.
(Street)
SAN MATEO CA 94403
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Roblox Corp [ RBLX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Safety Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026
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 02/09/2026 M 97,522(1) A $0(2) 337,297(3) D
Class A Common Stock 02/10/2026 S 27,634(4) D $72.6113(5) 309,663(3) D
Class A Common Stock 02/10/2026 S 2,400(4) D $73.1517(6) 307,263(3) 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
Performance Stock Unit (7) 02/09/2026 M 97,522 (8) (8) Class A Common Stock 97,522 $0 0 D
Explanation of Responses:
1. Upon certification by the Issuer's Leadership Development and Compensation Committee on February 9, 2026 of the achievement of certain performance criteria, 65,340 performance stock units ("PSUs") vested. The remaining PSUs will vest on May 20, 2026 (8,045 PSUs), August 20, 2026 (8,046 PSUs), November 20, 2026 (8,045 PSUs), and February 20, 2027 (8,046 PSUs), in each case subject to the Reporting Person's continued service.
2. Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
3. A portion of these securities are Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
4. Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of performance stock units ("PSUs"). This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary sale by the Reporting Person.
5. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $72.01 to $73.00, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $73.02 to $73.35, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. Each performance stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
8. The vesting of the performance stock units ("PSUs") was subject to satisfying both a performance-based requirement and a service-based requirement. The performance-based requirement was satisfied based on the achievement of certain cumulative Bookings and EBITDA targets by the Issuer between January 1, 2024 and December 31, 2025, as certified by the Issuer's Leadership Development and Compensation Committee on February 9, 2026. Following certification, 67% of the PSUs vested immediately on February 9, 2026. The remaining 33% of the PSUs will vest in approximately equal quarterly installments on May 20, 2026, August 20, 2026, November 20, 2026, and February 20, 2027, in each case subject to the Reporting Person's continued service.
Remarks:
/s/ Adele Freedman Attorney-in-Fact for Matthew D. Kaufman 02/11/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Roblox (RBLX) report for Matthew D. Kaufman?

Roblox reported that Chief Safety Officer Matthew D. Kaufman had 97,522 performance stock units convert into Class A shares, then sold 27,634 shares and 2,400 shares. These sales were used to cover statutory tax withholding obligations tied to the PSU vesting.

How many Roblox (RBLX) shares does Matthew D. Kaufman own after these Form 4 transactions?

After the reported transactions, Matthew D. Kaufman directly owned 307,263 shares of Roblox Class A Common Stock. His holdings increased through PSU conversion, then decreased slightly due to sell-to-cover trades executed to satisfy tax withholding on the vested performance stock units.

Were Matthew D. Kaufman’s Roblox (RBLX) share sales discretionary trades?

The filing describes Kaufman’s share sales as non-discretionary. They were mandated sell-to-cover transactions under Roblox’s equity incentive plans, specifically to fund minimum statutory tax withholding obligations arising from the vesting of performance stock units rather than elective open-market sales.

What performance conditions triggered Matthew D. Kaufman’s Roblox (RBLX) PSU vesting?

The vesting was tied to cumulative Bookings and EBITDA targets achieved between January 1, 2024 and December 31, 2025. Roblox’s Leadership Development and Compensation Committee certified performance on February 9, 2026, causing 67% of the PSUs to vest immediately, with the remainder vesting in future quarterly installments.

When will the remaining Roblox (RBLX) performance stock units for Matthew D. Kaufman vest?

The remaining performance stock units are scheduled to vest in approximately equal quarterly installments on May 20, 2026, August 20, 2026, November 20, 2026, and February 20, 2027. Each tranche requires Matthew D. Kaufman’s continued service with Roblox through the respective vesting dates.