Roblox Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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ROBLOX CORPORATION_

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Letter from the Founder and CEO

Fellow Shareholders,

Our vision is to reimagine how people come together and our mission is to connect one billion people with optimism and civility. Last year, for the first time in our journey, we announced an interim growth goal to have 10% of all global gaming content revenue supported by the Roblox ecosystem and distributed within our creator community. Today, Roblox represents a small percent of this market (less than 3%) providing enormous headroom to expand its market share.

The clarity of this goal has allowed our teams to map out the technology and systems we will need to get there. This work is particularly important today because we know that Roblox brings people together, which can be a rare occurrence on the internet.

Connection is a basic human need, but many people today struggle with a lack of it. All across the world, loneliness is leading to a new level of mental health challenges, particularly as people spend more and more time alone physically. But, being together in person with the people who are most important to us may not always be possible. I’m optimistic that Roblox can help bridge that gap. Spending time with our friends, parents or children makes us feel enriched and even energized. That’s true when we talk on the phone and can be even more so when we get together in a rich 3D environment like Roblox. That is why we are making connection and communication on Roblox easier and more fun. For example, this last year we launched “Party” that enables users to join experiences together, and we’re working to add voice chat to Party for our 13 and older users.

To reach our goal of having 10% of the gaming content market supported by the Roblox ecosystem, there are several company-wide operational and technical leaps we are taking. Perhaps our biggest ambition for 2025—though by no means a new one for us—is to lead the world in safety for online gaming. We want people to continue to feel safe on our platform.

Last year we launched more than 40 safety features and policies including extensive updates to our parental controls making it easier for parents to be part of their children’s digital lives. We also limited chat options for Roblox users under age 13 and added age-gates to certain content. This year, we are planning to continue expanding those controls while also building out further support for parents and making our communications features safer than ever.

Supporting 10% of the gaming market also means supporting our growing ecosystem of creators. Last year we launched a price optimization tool that helps creators test and analyze pricing for in-experience items, helping our creators understand the supply and demand dynamics in our marketplace and choose the best prices. We are also focused on helping creators find and engage more users by moving beyond our traditional strengths and venturing into new top gaming genres with latent unmet demand.

Artificial Intelligence is at the heart of everything we do at Roblox up and down our stack. Recently, we unveiled our 3D foundational model, Cube 3D - making 3D creation more accessible to everyone. Cube 3D generates 3D models and environments directly from text and, in the future, image inputs.

Since our inception, we have focused on innovation to make people’s time on Roblox better and to help improve their wellness and happiness.

At this year’s meeting, we are asking for your support for all of our management proposals, including a proposal to approve the reincorporation of Roblox from a Delaware corporation to a Nevada corporation. We believe that Nevada’s corporate law framework and statutory regime aligns with Roblox’s culture of innovation, values and mission to connect the world with civility and optimism. It also allows us to continue to build shareholder value, by providing a supportive, predictable environment. The proposal to reincorporate to a Nevada corporation was recommended following a rigorous and thoughtful analysis by our Nominating and Corporate Governance Committee and our Board of Directors.

We are grateful to have our shareholders along for our journey. Your vote at our annual meeting is important and helps guide the future of our company.

David Baszucki

Founder, President, CEO and Chair of our Board of Directors

Notice of 2025 Annual

Meeting of Stockholders

3150 South Delaware St.

To the Stockholders of Roblox Corporation:

On behalf of our board of directors, it is our pleasure to invite you to attend the 2025 annual meeting of stockholders (including any adjournment or postponement thereof, the “Annual Meeting”) of Roblox Corporation. The Annual Meeting will be held virtually via live webcast at https://web.lumiconnect.com/215721927 (password: roblox2025), originating from San Mateo, California, on Thursday, May 29, 2025 at 8:00 a.m., Pacific Time.

We are holding the Annual Meeting to seek your approval of the following proposals:

These items of business are more fully described in the proxy statement accompanying this letter.

Stockholders will also act on any other business properly brought before the meeting. At this time we are not aware of any such additional matters.

The record date for the Annual Meeting is April 11, 2025. Only stockholders of record of our Class A common stock and Class B common stock at the close of business on the record date may vote at the Annual Meeting. For stockholders of record, to vote in the Annual Meeting, you will need the control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card. If you are a street name stockholder, you will need to obtain a legal proxy from your broker, bank, or other nominee in order to vote your shares at the Annual Meeting.

On or about April 17, 2025, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report. This notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: http://astproxyportal.com/ast/24055/.

Whether or not you plan to attend the Annual Meeting, we urge you to submit your proxy or voting instructions via the Internet, telephone, or mail as soon as possible.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the meeting chair or secretary will convene the meeting at 9:00 a.m. Pacific Time on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investor Relations page of Roblox’s website at https://ir.roblox.com.

By order of the board of directors,

Mark Reinstra

Chief Legal Officer and Corporate Secretary

San Mateo, California

April 17, 2025

How to Vote in Advance of the Meeting

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 29, 2025. The proxy statement and the annual report are available at http://astproxyportal.com/ast/24055/.