Reinstra Mark 4
4 · Roblox Corp · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Roblox (RBLX) Chief Legal Officer Mark Reinstra Exercises PSUs, Sells Shares
What Happened
- Mark Reinstra, Chief Legal Officer and Corporate Secretary of Roblox (RBLX), had 118,110 performance/restricted units convert to 118,110 shares on Feb 9, 2026 (reported as exercise/conversion of a derivative at $0.00).
- On Feb 10, 2026 he sold a total of 34,320 shares in open-market transactions: 31,705 shares at an average price of $72.61 (≈ $2,302,221) and 2,615 shares at an average price of $73.14 (≈ $191,254). Total proceeds ≈ $2,493,475.
- The sales were largely to cover statutory tax-withholding obligations tied to the vesting (a “sell-to-cover”), not necessarily discretionary market sales.
Key Details
- Transaction dates: Feb 9, 2026 (conversion/vesting); Feb 10, 2026 (open-market sales). Filing date: Feb 11, 2026 (appears timely).
- Prices: 31,705 shares sold at average $72.61 (sales executed between $72.01–$73.00); 2,615 shares sold at average $73.14 (sales executed between $73.01–$73.27).
- Shares owned after transaction: not specified in the provided filing excerpt (see the full Form 4 for total beneficial ownership).
- Notable footnotes: vesting was performance-based (certified by the Leadership Development & Compensation Committee; F12), 67% of PSUs vested immediately with the remainder vesting in quarterly installments (F1, F12), and the sell-to-cover sale was mandated to satisfy tax withholding (F4). Several holdings are reported as held in trusts for which Reinstra is trustee (F7–F11).
- Transaction codes: M = exercise/conversion of derivative; S = open-market sale; F (tax withholding) applied to the sale.
Context
- The Feb 9 conversion reflects vested performance stock units (PSUs) and restricted stock units (RSUs) converting into common shares after performance targets (cumulative Bookings and EBITDA) were met for 2024–2025. A portion of vested shares was sold immediately to cover taxes (common, routine).
- Such sell-to-cover transactions are administrative and don’t necessarily signal the insider’s view on the company’s stock; purchases are typically more informative about insider bullishness.
Insider Transaction Report
Form 4
Roblox CorpRBLX
Reinstra Mark
Chief Legal Off. & Corp. Sec.
Transactions
- Exercise/Conversion
Class A Common Stock
[F1][F2][F3]2026-02-09+118,110→ 488,642 total - Sale
Class A Common Stock
[F4][F5][F3]2026-02-10$72.61/sh−31,705$2,302,221→ 456,937 total - Sale
Class A Common Stock
[F4][F6][F3]2026-02-10$73.14/sh−2,615$191,254→ 454,322 total - Exercise/Conversion
Performance Stock Unit
[F2][F12]2026-02-09−118,110→ 0 total→ Class A Common Stock (118,110 underlying)
Holdings
- 120,272(indirect: See footnote)
Class A Common Stock
[F7] - 33,538(indirect: See footnote)
Class A Common Stock
[F8] - 16,653(indirect: See Footnote)
Class A Common Stock
[F9] - 33,538(indirect: See footnote)
Class A Common Stock
[F10] - 16,653(indirect: See Footnotes)
Class A Common Stock
[F11]
Footnotes (12)
- [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.
- [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.
- [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.
- [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.
- [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 $73.00, 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.
- [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.
- [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.
- [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.
- [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.
Signature
/s/ Adele Freedman Attorney-in-Fact for Mark Reinstra|2026-02-11