Baszucki David 4
4 · Roblox Corp · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Roblox (RBLX) Founder David Baszucki Exercises PSUs and Sells Shares
What Happened David Baszucki (10% owner) had performance stock units (PSUs/RSUs) convert to 893,068 shares on Feb 9, 2026 (exercise/conversion at $0.00). Following vesting, he sold 250,482 shares on Feb 10 at an average $72.62 (≈ $18.19M) and 21,787 shares on Feb 10 at an average $73.13 (≈ $1.59M), for total proceeds of about $19.78M. The sales were primarily “sell-to-cover” transactions to satisfy statutory tax-withholding obligations (not a discretionary open-market sell).
Key Details
- Transaction dates: conversion/vesting on 2026-02-09; sales on 2026-02-10; Form 4 filed 2026-02-11 (timely).
- Conversion/acquisition: 893,068 shares at $0.00 (result of PSU/RSU vesting/conversion).
- Sales: 250,482 shares @ avg $72.62 (price range $72.01–$73.005) and 21,787 shares @ avg $73.13 (price range $73.01–$73.34). Total cash received ≈ $19,782,756.
- Shares owned after transaction: not specified in the provided excerpt of the filing.
- Notable footnotes:
- F1/F8: 598,355 PSUs (67%) vested upon committee certification on Feb 9, 2026; remaining 33% (total ≈ 295,? PSUs) vest in four roughly equal quarterly installments through Feb 20, 2027, subject to continued service.
- F2/F3: Each PSU/RSU converts to one share of Class A common stock.
- F4: The share sales represent mandatory sell-to-cover for taxes under the company’s equity plan and are not discretionary sales by Baszucki.
- Filing timeliness: Report appears timely (filed within two business days of the Feb 9 transaction dates).
Context
- This was a vesting/conversion of performance-based equity and a routine sell-to-cover to meet tax obligations—not an open-market purchase or a discretionary sale indicating a change in investment view.
- For retail investors: exercises/vestings increase insider-held shares; mandated sell-to-cover reduces the net shares the insider retains but is standard when equity vests. As a 10% owner, Baszucki’s actions reflect equity plan mechanics rather than a typical trading decision.
Insider Transaction Report
Form 4
Roblox CorpRBLX
Baszucki David
DirectorPresident & CEO10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
[F1][F2][F3]2026-02-09+893,068→ 1,083,642 total - Sale
Class A Common Stock
[F4][F5][F3]2026-02-10$72.62/sh−250,482$18,189,477→ 833,160 total - Sale
Class A Common Stock
[F4][F6][F3]2026-02-10$73.13/sh−21,787$1,593,279→ 811,373 total - Exercise/Conversion
Performance Stock Unit
[F2][F8]2026-02-09−893,068→ 0 total→ Class A Common Stock (893,068 underlying)
Holdings
- 806,254(indirect: See Footnote)
Class A Common Stock
[F7]
Footnotes (8)
- [F1]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.
- [F2]Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
- [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.
- [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.
- [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 $73.005, 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.
- [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 $73.34, 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.
- [F7]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.
- [F8]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.
Signature
/s/ Adele Freedman Attorney-in-Fact for David Baszucki|2026-02-11