RBLX Insider Mark Reinstra Cuts Direct Stake by 28% After Option Exercise

Rhea-AI Filing Summary

Roblox Corporation – Form 4 insider transaction (Filed 06/18/2025)

Chief Legal Officer & Corporate Secretary Mark L. Reinstra reported a series of same-day transactions on 06/16/2025 executed under a Rule 10b5-1 plan adopted on 02/20/2025.

• Option exercise: Exercised 150,000 fully-vested stock options at an exercise price of $3.405 per share (code “M”).
• Share sale: Immediately sold the identical 150,000 Class A shares on the open market at a volume-weighted average price of $99.7491 (prices ranged $99.50-$100.17) for proceeds of roughly $15 million before taxes and fees (code “S”).
• Post-transaction holdings: Direct ownership declined from 539,489 to 389,489 shares (-150,000, a ~28% reduction). Reinstra continues to hold 223,154 shares indirectly through various family trusts and retains 31,528 vested options expiring 12/09/2029.

No earnings data or company-level operational information is included in this filing; it strictly documents personal insider activity. While sales under a 10b5-1 plan help mitigate concerns about timing, investors often monitor large executive disposals—especially those exceeding $10 million—for potential sentiment signals.

Positive

• Transaction executed under a Rule 10b5-1 plan adopted on 02/20/2025, demonstrating advance planning and compliance with insider-trading safeguards.

Negative

• Chief Legal Officer sold 150,000 shares (~$15 million), reducing direct ownership by about 28%, which investors may view as a bearish signal.
• Remaining unexercised option balance fell to 31,528, lowering future equity-based alignment compared with pre-transaction levels.

Insights

Financial Analyst

TL;DR: $15 m 10b5-1 sale; direct stake down 28%; neutral-to-slightly negative signal, limited long-term impact.

The filing shows a sizeable monetisation by Roblox’s CLO. Exercising at $3.405 and selling near $100 generated a large spread, typical of option-related liquidity moves. Because it was executed under a pre-arranged 10b5-1 plan, the transaction is legally insulated from trading-on-information claims, reducing governance risk. Nevertheless, a 150 k-share disposal—roughly 3–4× the executive’s annual cash compensation—can be perceived as modestly bearish sentiment, particularly coming only a month after Q1 results. The executive still owns nearly 0.2 m shares outright plus trust holdings, so alignment remains. From a valuation standpoint the trade does not alter fundamentals, hence market impact should be modest unless accompanied by additional insider sales.

Corporate Governance Specialist

TL;DR: Large insider sale but pre-planned; governance controls intact; overall impact limited.

Key governance consideration is compliance with Rule 10b5-1. The plan adoption date (02/20/2025) predates the trade by nearly four months, satisfying safe-harbour cooling-off expectations. Full disclosure of price range and trust structures enhances transparency. Although the executive reduced his direct stake materially, residual equity plus 223 k trust shares preserves incentive alignment. No red flags such as non-open-market dispositions, pledging, or accelerated option grants are present. Therefore, I classify the event as “not impactful” for corporate governance risk, albeit slightly negative for sentiment due to sale magnitude.

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^*

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)
06/16/2025

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	06/16/2025		M(1)		150,000	A	$3.405	539,489(2)	D
Class A Common Stock	06/16/2025		S(1)		150,000	D	$99.7491(3)	389,489(2)	D
Class A Common Stock								115,472	I	See footnote(4)
Class A Common Stock								35,359	I	See footnote(5)
Class A Common Stock								18,482	I	See Footnote(6)
Class A Common Stock								35,359	I	See footnote(7)
Class A Common Stock								18,482	I	See Footnotes(8)

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
Stock Option (Right to Buy)	$3.405	06/16/2025		M			150,000	(9)	12/09/2029	Class A Common Stock	150,000	$0	31,528	D

Explanation of Responses:

1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on February 20, 2025.

2. 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.

3. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $99.50 to $100.17, 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. All of the shares subject to the option are fully vested and exercisable as of the date hereof.

Remarks:

	/s/ Mark Reinstra	06/18/2025
	** 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 Roblox (RBLX) shares did Mark Reinstra sell on 06/16/2025?

He sold 150,000 Class A common shares.

What was the average sale price of the shares sold by the Roblox insider?

The volume-weighted average price was $99.7491, with trades between $99.50 and $100.17.

At what price were the stock options exercised?

The options were exercised at $3.405 per share.

How many Roblox shares does Mark Reinstra own after the transaction?

He directly owns 389,489 shares and indirectly holds 223,154 through family trusts.

Was the sale executed under a Rule 10b5-1 trading plan?

Yes. The Form 4 states the transactions were made under a Rule 10b5-1 plan adopted on 02/20/2025.