Roblox Corp

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Sales of Unregistered Securities

In connection with activity related to mergers, acquisitions, and other strategic transactions, we issued an aggregate of 993,094 shares of our Class A common stock in June 2026.

The transactions did not involve any underwriters, underwriting discounts or commissions, or any public offering. We believe the offer, sale, and issuance of the above securities was exempt from registration under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table summarizes our Class A common stock share repurchase activity for the three months ended June 30, 2026:

(1)In May 2026, our Board of Directors authorized a share repurchase program for up to $3.0 billion of our Class A common stock. The program has no expiration date. As of June 30, 2026, $2.6 billion remained available under the program authorization. For more information regarding the program, see Note 9, “Stockholders’ Equity” to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.