Roblox chief legal officer Mark Reinstra sold 34,320 shares for $2.49 million to cover tax withholding
A Form 4, the form an insider files when trading the company's shares, reported that Mark Reinstra, Roblox's chief legal officer and corporate secretary, sold 34,320 shares on Feb 10, 2026 for $2.49 million, an average of $72.65 a share. The form said the shares were sold to cover tax withholding when performance stock units vested, and that it was not a discretionary sale by the reporting person. The shares were held directly, and the form stated 454,322 shares held directly after the last sale, some of them restricted stock units, which are contingent rights to receive shares. The filing is on SEC EDGAR and was filed on Feb 11, 2026.1,2,3,4,5,6,7,8,9,10,11,12,13
How each figure was checked
- reporting owner as filedMark Reinstra
- name the form was signed withAdele Freedman Attorney-in-Fact for Mark Reinstra
- reporting owner relationship to the companyofficer (Chief Legal Off. & Corp. Sec.)
- shares sold34,320
- value of the sales$2.49 million
- average price$72.65
- trade dateFeb 10, 2026
- why the shares were soldsold to cover tax withholding when performance stock units vestedFootnotes of the Form 4 ↗
- the form says the sale was not discretionarynot a discretionary sale by the reporting personFootnotes of the Form 4 ↗
- how the sold shares were held2 sale lines held directly
- shares held after the last sale lineafter the last sale line the form states 454322 shares of Class A Common Stock held directly
- what part of the securities owned after the sale areA portion of the securities are restricted stock units, each a contingent right to receive a share of Class A Common StockFootnotes of the Form 4 ↗
- filing dateFeb 11, 2026
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The record
- Issuer
- Roblox (CIK 1315098, filed as Roblox Corp)
- Form
- 4
- Accession
- 0001315098-26-000034
- Filed
- Feb 11, 2026
- Period of report
- Feb 9, 2026
- Reporting owner
- Mark Reinstra (CIK 1835037, filed as Reinstra Mark)
- Relationship
- officer (Chief Legal Off. & Corp. Sec.)
- Rule 10b5-1 checkbox
- Not ticked
- Line 1
- M (exercise of a derivative security) · 118,110 Class A Common Stock at $0.00 · Feb 9, 2026 · acquired, directly · 488,642 held after · footnotes F1, F2 and F3
- Line 2
- S (sale) · 31,705 Class A Common Stock at $72.6138 · Feb 10, 2026 · disposed, directly · 456,937 held after · footnotes F3, F4 and F5
- Line 3
- S (sale) · 2,615 Class A Common Stock at $73.1373 · Feb 10, 2026 · disposed, directly · 454,322 held after · footnotes F3, F4 and F6
- Derivative line 1
- M (exercise of a derivative security) · 118,110 Performance Stock Unit at $0.00 · Feb 9, 2026 · disposed, directly · 0 held after · footnotes F2 and F12
- Footnote F1
- 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.
- Footnote F2
- Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
- Footnote F3
- 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.
- Footnote F4
- 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.
- Footnote F5
- 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.
- Footnote F6
- 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.
- Footnote F7
- 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.
- Footnote F8
- 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.
- Footnote F9
- 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.
- Footnote F10
- 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.
- Footnote F11
- 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.
- Footnote F12
- 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.
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