Form 4: Roblox Director Defers RSU Vesting into Phantom Stock

Roblox Director Gregory Baszucki deferred the receipt of 1,125 Class A Common Stock shares from RSU vesting into phantom stock.

Summary

• Gregory Baszucki, a Director of Roblox Corp., reported a transaction on August 20, 2025, involving the deferral of Restricted Stock Units (RSUs).
• In connection with the vesting of RSUs, 1,125 shares of Class A Common Stock were disposed of and an equal number of phantom stock shares were acquired.
• Each share of phantom stock represents a right to receive one share of Class A Common Stock.
• The phantom stock becomes payable in a single lump sum upon Baszucki's separation from service.
• The transaction was executed pursuant to a Rule 10b5-1(c) plan.
• Following this transaction, Baszucki directly holds 12,596 shares of Class A Common Stock (including RSUs) and 14,841 shares of phantom stock.
• Indirect holdings of Class A Common Stock include 9,038,744 shares via the Greg and Christina Baszucki Living Trust, 869,250 shares via the Morningstar Dynasty Trust, 869,250 shares via the Crossbow Dynasty Trust, and 1,319,500 shares in a Roth IRA account.

Sentiment

Score: 5

Explanation: The filing reports a routine, pre-planned compensation deferral for a director, which is a neutral event in terms of immediate company performance or outlook. It reflects standard executive compensation practices.

Positives

• The deferral into phantom stock aligns the director's long-term interests with the company's future performance, as phantom stock converts to Class A Common Stock upon separation from service.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged, systematic approach to equity management.

Negatives

• No direct negatives are apparent from this compensation deferral transaction.

Future Outlook

The phantom stock becomes payable in one lump sum payment upon separation from service, indicating a long-term retention and compensation strategy for the reporting person.

Industry Context

Deferred compensation plans, including the use of phantom stock, are common mechanisms in the technology and gaming industry to retain key executives and directors, aligning their long-term incentives with shareholder value. This practice is consistent with typical corporate governance and executive compensation strategies in publicly traded companies.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and phantom stock for executive compensation is a standard practice across many large technology companies, including peers like Meta Platforms (META) and Microsoft (MSFT), which utilize similar equity-based incentives to attract and retain talent.
• The deferral of RSU vesting into phantom stock, payable upon separation from service, is a common strategy to defer income tax and encourage long-term commitment, comparable to practices seen at companies such as Alphabet (GOOGL) and Amazon (AMZN) for their senior leadership.

Stakeholder Impact

• Shareholders: The deferral of RSU vesting into phantom stock does not immediately dilute shares or impact the market price, as it's a conversion within the existing compensation framework. It aligns the director's long-term interests with the company's performance.
• Employees: No direct impact on general employees is indicated by this specific filing.

Next Steps

• The phantom stock will become payable in one lump sum payment upon Gregory Baszucki's separation from service.

Key Dates

Keywords

Roblox, RBLX, Gregory Baszucki, Form 4, SEC filing, Restricted Stock Units, RSUs, Phantom Stock, Deferred Compensation, Insider Transaction, Director Holdings, Equity Compensation