Roblox (RBLX) legal chief sells shares after performance stock units vest

Rhea-AI Filing Summary

Roblox Corp’s Chief Legal Officer and Corporate Secretary Mark Reinstra reported equity compensation activity and related share sales. On February 9, 2026, 118,110 performance stock units converted into Class A common shares at an exercise price of $0 after performance goals tied to cumulative Bookings and EBITDA for January 1, 2024 through December 31, 2025 were certified as achieved.

Following certification, 67% of the PSUs vested immediately, with the remaining 33% scheduled to vest in approximately equal quarterly installments on May 20, 2026, August 20, 2026, November 20, 2026, and February 20, 2027, subject to continued service. On February 10, 2026, Reinstra sold 31,705 shares at an average $72.6138 and 2,615 shares at an average $73.1373 in mandated “sell-to-cover” transactions to satisfy statutory tax withholding, not discretionary sales. After these transactions, he directly held 454,322 Class A shares, plus additional indirect holdings through several trusts.

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

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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^*

Reinstra Mark

(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 Legal Off. & Corp. Sec.

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		118,110(1)	A	$0(2)	488,642(3)	D
Class A Common Stock	02/10/2026		S		31,705(4)	D	$72.6138(5)	456,937(3)	D
Class A Common Stock	02/10/2026		S		2,615(4)	D	$73.1373(6)	454,322(3)	D
Class A Common Stock								120,272	I	See footnote(7)
Class A Common Stock								33,538	I	See footnote(8)
Class A Common Stock								16,653	I	See Footnote(9)
Class A Common Stock								33,538	I	See footnote(10)
Class A Common Stock								16,653	I	See Footnotes(11)

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	(2)	02/09/2026		M			118,110	(12)	(12)	Class A Common Stock	118,110	$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, 79,132 performance stock units ("PSUs") vested. The remaining PSUs will vest on May 20, 2026 (9,745 PSUs), August 20, 2026 (9,744 PSUs), November 20, 2026 (9,744 PSUs), and February 20, 2027 (9,745 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 $73.01 to $73.27, 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. These shares are held directly by the San Domenico Trust dated August 12, 1999 for which the Reporting Person serves as trustee. The Reporting Person may be deemed to have beneficial ownership over the securities held by the trust.

8. These shares are held directly by the Mark L. Reinstra 2023 Annuity Trust for which the Reporting Person serves as trustee. The Reporting Person may be deemed to have beneficial ownership of the securities held by the Annuity Trust.

9. These shares are held directly by the Mark L. Reinstra 2022 Annuity Trust for which the Reporting Person serves as trustee. The Reporting Person may be deemed to have beneficial ownership of the securities held by the Annuity Trust.

10. These shares are held directly by the Susan P. Reinstra 2023 Annuity Trust for which the Reporting Person serves as trustee. The spouse of the Reporting Person may be deemed to have beneficial ownership of the securities held by the Annuity Trust.

11. These shares are held directly by the Susan P. Reinstra 2022 Annuity Trust for which the Reporting Person serves as trustee. The spouse of the Reporting Person may be deemed to have beneficial ownership of the securities held by the Annuity Trust.

12. 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 Mark Reinstra	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).
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FAQ

What insider transactions did Roblox (RBLX) report for Mark Reinstra?

Roblox reported that Chief Legal Officer Mark Reinstra had 118,110 performance stock units convert into Class A common shares and then sold 31,705 shares and 2,615 shares in mandated tax-related transactions, leaving him with 454,322 directly held Class A shares plus additional indirect trust holdings.

How many Roblox (RBLX) performance stock units vested for Mark Reinstra and on what schedule?

Roblox disclosed that 79,132 performance stock units vested for Mark Reinstra on February 9, 2026. The remaining units are scheduled to vest in four installments on May 20, 2026, August 20, 2026, November 20, 2026, and February 20, 2027, subject to his continued service.

At what prices did Mark Reinstra’s Roblox (RBLX) shares sell in the Form 4 filing?

The filing shows two mandated “sell-to-cover” transactions on February 10, 2026. Reinstra sold 31,705 Class A shares at an average price of $72.6138 and 2,615 Class A shares at an average price of $73.1373, both to satisfy statutory tax withholding obligations.

Were Mark Reinstra’s Roblox (RBLX) share sales discretionary or tax-related?

The Form 4 states the sales were non-discretionary, “sell-to-cover” transactions. Shares were sold solely to cover minimum statutory tax withholding triggered by the vesting of performance stock units, under Roblox’s equity incentive plan election, rather than elective open-market sales by Reinstra.

What performance conditions triggered Mark Reinstra’s Roblox (RBLX) PSU vesting?

The vesting required both performance and service conditions. Performance was based on Roblox achieving specified cumulative Bookings and EBITDA targets between January 1, 2024 and December 31, 2025. The Leadership Development and Compensation Committee certified achievement on February 9, 2026, triggering vesting of a majority of the units.

What Roblox (RBLX) shareholdings does Mark Reinstra report after these transactions?

After the reported conversions and sales, Reinstra directly held 454,322 shares of Roblox Class A common stock. He also reported indirect ownership of additional Class A shares held through several trusts, including the San Domenico Trust and multiple 2022 and 2023 annuity trusts.