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Roblox (NYSE: RBLX) CEO Baszucki logs PSU vesting and tax-cover sales

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

Rhea-AI Filing Summary

Roblox Corporation’s President, CEO and 10% owner David Baszucki reported PSU vesting and related share sales. On February 9, 2026, 893,068 performance stock units were converted into the same number of Class A shares at an exercise price of $0. Following this, he held 1,083,642 shares directly and 806,254 shares indirectly through The Freedom Revocable Trust.

On February 10, 2026, Baszucki sold 250,482 shares at an average price of $72.6179 and 21,787 shares at $73.1298. The filing states these shares were sold to cover statutory tax withholding obligations from PSU vesting and were not discretionary sales. Footnotes explain that 598,355 PSUs vested immediately after the compensation committee certified performance against cumulative Bookings and EBITDA targets for the period from January 1, 2024 to December 31, 2025, with the remaining PSUs vesting in quarterly installments through February 20, 2027, subject to continued service.

Positive

  • None.

Negative

  • None.
Insider Baszucki David
Role President & CEO
Sold 272,269 shs ($19.78M)
Type Security Shares Price Value
Sale Class A Common Stock 250,482 $72.6179 $18.19M
Sale Class A Common Stock 21,787 $73.1298 $1.59M
Exercise Performance Stock Unit 893,068 $0.00 --
Exercise Class A Common Stock 893,068 $0.00 --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 833,160 shares (Direct); Performance Stock Unit — 0 shares (Direct); Class A Common Stock — 806,254 shares (Indirect, See Footnote)
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, 598,355 performance stock units ("PSUs") vested. The remaining PSUs will vest on May 20, 2026 (73,678 PSUs), August 20, 2026 (73,678 PSUs), November 20, 2026 (73,678 PSUs), and February 20, 2027 (73,679 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 $73.005, 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 $73.01 to $73.34, 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. These shares are held directly by The Freedom Revocable Trust dated February 28, 2017 as amended, and for which the Reporting Person serves as trustee. 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*
Baszucki David
(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
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 893,068(1) A $0(2) 1,083,642(3) D
Class A Common Stock 02/10/2026 S 250,482(4) D $72.6179(5) 833,160(3) D
Class A Common Stock 02/10/2026 S 21,787(4) D $73.1298(6) 811,373(3) D
Class A Common Stock 806,254 I See Footnote(7)
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 893,068 (8) (8) Class A Common Stock 893,068 $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, 598,355 performance stock units ("PSUs") vested. The remaining PSUs will vest on May 20, 2026 (73,678 PSUs), August 20, 2026 (73,678 PSUs), November 20, 2026 (73,678 PSUs), and February 20, 2027 (73,679 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 $73.005, 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 $73.34, 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 Freedom Revocable Trust dated February 28, 2017 as amended, and for which the Reporting Person serves as trustee.
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 David Baszucki 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.
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Roblox (RBLX) CEO David Baszucki report?

David Baszucki reported converting 893,068 performance stock units into Class A shares and selling 250,482 shares at $72.6179 and 21,787 shares at $73.1298. The filing describes these sales as covering tax withholding tied to PSU vesting rather than discretionary stock sales.

Were David Baszucki’s Roblox (RBLX) share sales discretionary?

The filing states the reported share sales were not discretionary. They were executed to cover statutory tax withholding obligations triggered by the vesting of performance stock units, under Roblox’s equity incentive plan “sell-to-cover” mechanism, rather than elective stock sales by David Baszucki.

How many Roblox (RBLX) shares does David Baszucki hold after these transactions?

After the reported transactions, David Baszucki directly held 811,373 shares of Roblox Class A common stock and indirectly held 806,254 shares through The Freedom Revocable Trust, where he serves as trustee. These figures reflect holdings reported as of the Form 4 transaction dates.

What performance stock units vested for Roblox (RBLX) CEO David Baszucki?

The filing reports 598,355 performance stock units vested after the compensation committee certified achievement of specified performance criteria. The remaining PSUs are scheduled to vest in four quarterly tranches between May 20, 2026 and February 20, 2027, contingent on Baszucki’s continued service at Roblox.

What performance goals triggered Roblox (RBLX) PSU vesting for David Baszucki?

The vesting depended on meeting both performance-based and service-based requirements. The performance condition was tied to achieving certain cumulative Bookings and EBITDA targets from January 1, 2024 through December 31, 2025, as certified by Roblox’s Leadership Development and Compensation Committee on February 9, 2026.

How will remaining Roblox (RBLX) PSUs for David Baszucki vest over time?

According to the filing, after 67% of the PSUs vested on February 9, 2026, the remaining 33% will vest in roughly equal quarterly installments on May 20, 2026, August 20, 2026, November 20, 2026, and February 20, 2027, conditioned on his continued service.