DEF 14A of Roblox Corp, Apr 16, 2026

DEF 14A of Roblox Corp

Filed Apr 16, 2026 · FY20250001104659-26-044362

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Board of Directors

    | of the Independent Registered Public Accounting Firm | | ITEM 1 Election of Class II Directors | | The Board of Directors recommends a vote “FOR” the nominees named below |

  3. Our Board

    Our Board Our Board is currently comprised of eight members. We have a classified board consisting of three classes, designated as Class I, Class II, and Class III, each serving staggered three-year terms. Information regarding each director nominee and continuing director is set forth below. As detailed further in this proxy statement, our Board, including the three director nominees, reflects a broad array of knowledge, experience, skills, backgrounds and other attributes.

  4. Director Nominees

    Director Nominees The following biographies are for our Class II nominees up for election for a three-year term expiring at the 2029 annual meeting.

  5. Director Nominees

    | David Baszucki Founder, President, Chief Executive Officer and Chair of the Board Age: 63 Director Since: 2004 | Background Mr. Baszucki has served as our Founder, President, Chief Executive Officer and member of our Board since March 2004. From July 1989 until December 1998, Mr. Baszucki served in various positions at Knowledge Revolution, a developer of 2D and 3D motion simulation software, which was acquired in December 1998 by MSC Software Corporation, a software company that specializes in simulation software, and which was acquired by Hexagon AB, a global technology group focused on precision measuring technologies, in February 2017. Between December 1998 and December 2000, Mr. Baszucki served in various positions at MSC Software Corporation, most recently as General Manager. Mr. Baszucki currently serves as a member of the board of directors of the Paley Center for Media. Mr. Baszucki holds a BS in Electrical Engineering from Stanford University. Director Qualifications We believe that Mr. Baszucki is qualified to serve on our Board because of the vision, perspective and experience he brings as our Founder, President, Chief Executive Officer and Chair of our Board. |

  6. Director Nominees

    | Gregory Baszucki Co-Founder of Founder Partners, Former Chief Executive Officer of Wheelhouse Enterprises Age: 61 Director Since: 2008 | Background Mr. Baszucki has served as a member of our Board since February 2008. Since January 2013, Mr. Baszucki has served as a Co-Founder of Founder Partners, a closely held partnership which builds and invests in capital efficient mobile, Internet and software companies. He is also the Chairman of Wheelhouse Enterprises, Inc., a marketplace for buyers and sellers of business software, and from its founding in January 2009 through February 2023, served as Chief Executive Officer. Prior to Founder Partners and Wheelhouse Enterprises, Mr. Baszucki founded and served as President of Dealix Corporation, an online automotive sales company between November 1998 and November 2006. Mr. Baszucki currently serves as a member of the board of directors of Interactive Memories, Inc. Mr. Baszucki holds a BS in Electrical Engineering from University of Minnesota-Twin Cities. Director Qualifications We believe that Mr. Baszucki is qualified to serve on our Board because of his significant knowledge of and history with our Company, his executive leadership experience, his extensive experience as an entrepreneur, and his experience as a current and former director of many companies. |

  7. Director Nominees

    | | 14 |

  8. Director Nominees

    | Dennis Durkin Former Chief Financial Officer and President of Emerging Businesses at Activision Blizzard, Inc. Age: 55 Director Since: 2026 Committees: Audit and Compliance, Leadership Development and Compensation | Background Mr. Durkin has served as a member of our Board since March 2026. Previously, he served as the Chief Financial Officer of Activision Blizzard, Inc. until his retirement in May 2021. During his tenure at Activision Blizzard, Mr. Durkin served as Chief Financial Officer from March 2012 to May 2017 and again from January 2019 to May 2021, as Chief Corporate Officer from May 2017 to January 2019, and as President of Emerging Businesses from January 2019 to May 2021. Before joining Activision Blizzard, Mr. Durkin held positions of increasing responsibility at Microsoft Corporation from August 1999 to February 2012, most recently serving as Corporate Vice President and Chief Operating and Financial Officer of the Interactive Entertainment Business, which included the Xbox, Xbox Live and games business. His tenure at Microsoft included two years based in London, England leading Microsoft’s pan-European corporate development and strategy. Mr. Durkin currently serves on the board of directors of On Holding AG, a sportswear company, Oura Health Oy, a health tracking company, and webAI, an AI platform company. He holds a BA in Government from Dartmouth College and an MBA from Harvard University. Director Qualifications We believe Mr. Durkin is qualified to serve on our Board because of his extensive executive leadership and financial expertise in the gaming and technology industries. His experience as a former public company CFO and his leadership roles at Microsoft provide our Board with deep insight into financial operations, capital allocation and the global gaming ecosystem. |

  9. Director Nominees

    | 15 | 2026 Proxy Statement |

  10. Continuing Directors

    Continuing Directors The following biographies are for each Class III director whose current term will expire at the 2027 annual meeting.

  11. Continuing Directors

    | Anthony P. Lee Vice President of Altos Ventures Management, Inc. Age: 55 Director Since: 2008 Committees: Nominating and Corporate Governance (Chair); Lead Independent Director | Background Mr. Lee has served as a member of our Board since February 2008 and was appointed as our Lead Independent Director in November 2020. He joined Altos Ventures in May 2000 and is currently a Vice President of Altos Ventures Management, Inc., which manages a family of international, technology-focused venture capital funds. He is a managing director of each fund. In addition, Mr. Lee currently serves on the board of directors of several private companies and non-profit organizations. He holds an AB in Politics from Princeton University and an MBA from the Stanford Graduate School of Business. Director Qualifications We believe that Mr. Lee is qualified to serve on our Board because of his significant knowledge of and history with our Company and his experience as a seasoned investor and current and former director of many companies. |

  12. Continuing Directors

    | Andrea Wong Former President of International Production for Sony Pictures Television and International for Sony Pictures Entertainment Age: 59 Director Since: 2020 Committees: Leadership Development and Compensation, Nominating and Corporate Governance | Background Ms. Wong has served as a member of our Board since August 2020. She currently serves on the board of directors of Liberty Media Corporation, an owner and operator of media, communications and entertainment businesses (since September 2011), and Hudson Pacific Properties Inc., a real estate investment trust (since August 2017). Ms. Wong previously served on the board of directors of QVC Group, Inc., an owner and operator of digital commerce businesses from April 2010 until her resignation in May 2025. From 2011 to 2017, Ms. Wong served as President, International Production for Sony Pictures Television and President, International for Sony Pictures Entertainment. From 2007 to 2010, she served as President and Chief Executive Officer of Lifetime Entertainment Services. Ms. Wong served in various positions with ABC, Inc., a subsidiary of The Walt Disney Company, from 1993 to 2007, including as Executive Vice President, Alternative Series, Specials and Late Night. Ms. Wong previously served as a director of Hudson’s Bay Company, Oaktree Acquisition Corp., Oaktree Acquisition Corp. II, and Social Capital Hedosophia Holdings Corp. Ms. Wong holds a BS in electrical engineering from the Massachusetts Institute of Technology and an MBA from the Stanford Graduate School of Business. Director Qualifications We believe that Ms. Wong is qualified to serve on our Board because of her extensive background in media programming across a variety of platforms, her executive leadership experience with the management and operation of companies in the entertainment sector, and her experience as a current and former director of many companies. |

  13. Continuing Directors

    | | 16 |

  14. Continuing Directors

    The following biographies are for each Class I director whose current term will expire at the 2028 annual meeting.

  15. Continuing Directors

    | Christopher Carvalho Former Chief Operating Officer of Kabam, Inc. Age: 60 Director Since: 2015 Committees: Audit and Compliance, Nominating and Corporate Governance | Background Mr. Carvalho has served as a member of our Board since December 2015. Between January 2010 and December 2013, Mr. Carvalho served as Chief Operating Officer of Kabam, Inc., a developer of online computer games. From June 2008 to October 2010, he served as Vice President and General Manager of SmartyCard, a division of Gazillion Entertainment, a developer of online computer games. Between January 1999 and June 2008, Mr. Carvalho served in several capacities with Lucasfilm Ltd., a film and entertainment company, including as the head of Business Development. Mr. Carvalho currently serves on the board of Modern Times Group MTG AB, a digital entertainment company listed on the Nasdaq Stockholm AB. Between 2016 and 2019, Mr. Carvalho served as a member of the board of directors of G5 Entertainment AB, a developer and publisher of mobile games listed on the Nasdaq Stockholm AB main market and the Nasdaq OTCQX. Mr. Carvalho holds a BS in Business Administration from the University of California, Berkeley, Haas School of Business and an MBA from the University of California, Los Angeles Anderson School of Management. Director Qualifications We believe that Mr. Carvalho is qualified to serve on our Board because of his executive level experience in online gaming, his general experience with and knowledge of the industry in which we operate, and his experience as a current and former director of many companies. |

  16. Continuing Directors

    | Jason Kilar Former CEO of Warner Media, LLC Age: 54 Director Since: 2023 Committees: Audit and Compliance, Leadership Development and Compensation (Chair) | Background Mr. Kilar has served as a member of our Board since September 2023. Since September 2017, Mr. Kilar has served as a member of the board of directors of Wealthfront Corporation, a digital wealth management company. From March 2019 through June 2024, Mr. Kilar served as a member of the board of directors of Opendoor Technologies Inc. Previously, Mr. Kilar served as the Chief Executive Officer of Warner Media, LLC, a media and entertainment subsidiary of its public company parent, Warner Bros. Discovery, Inc. from May 2020 to April 2022. Prior to that, Mr. Kilar co-founded and served as the Chief Executive Officer of Vessel Group, Inc., a video platform company, from 2013 to 2017. Prior to Vessel Group, Mr. Kilar served as the founding Chief Executive Officer of Hulu, LLC, a streaming service company, from 2007 to 2013. Mr. Kilar also served in a variety of senior leadership roles with Amazon.com, Inc., an e-commerce technology company, from 1997 to 2006, including as Senior Vice President, Worldwide Application Software, and Vice President and General Manager of Amazon’s North American media businesses. He has also served on various other private company boards of directors, including Univision Communications Inc. from September 2016 to April 2020 and Brighter Inc. from 2013 until its acquisition by Cigna Corporation in 2017. Mr. Kilar received his BA in Journalism and Business Administration from University of North Carolina at Chapel Hill and MBA from Harvard Business School. Director Qualifications We believe that Mr. Kilar is qualified to serve on our Board because of his deep expertise in operations as a former CEO and seasoned board member, and his extensive experience with technology, high-growth, media, consumer and digital companies. |

  17. Continuing Directors

    | 17 | 2026 Proxy Statement |

  18. Continuing Directors

    | Gina Mastantuono President and Chief Financial Officer of ServiceNow, Inc. Age: 55 Director Since: 2021 Committees: Audit and Compliance (Chair), Leadership Development and Compensation | Background Ms. Mastantuono has served as a member of our Board since April 2021. Ms. Mastantuono has served as the Chief Financial Officer of ServiceNow, Inc. since January 2020 and President since January 2025. From December 2016 to January 2020, Ms. Mastantuono served as Executive Vice President and Chief Financial Officer of Ingram Micro Inc., a provider of global technology and supply chain services and as its Executive Vice President, Finance from April 2013 to December 2016. From June 2007 to April 2013, Ms. Mastantuono served as Senior Vice President, Chief Accounting Officer and International Chief Financial Officer of Revlon, Inc., a cosmetics, skin care, fragrance and personal care company. Before Revlon, Ms. Mastantuono held various finance executive roles at InterActiveCorp., a publicly traded operator of a diversified portfolio of specialized and global brands, and Triarc Companies, Inc., a publicly traded consumer products company. Ms. Mastantuono currently serves on the board of directors of Gong.io Inc., a revenue intelligence platform company. She began her career at Ernst & Young, LLP in New York. Ms. Mastantuono is a certified public accountant with more than 30 years of finance experience. Ms. Mastantuono attended the State University of New York at Albany, where she earned a BS in Accounting and Business Administration. Director Qualifications We believe Ms. Mastantuono is qualified to serve on our Board because of her deep financial and strategic acumen and her extensive management experience with global technology companies. Further, Ms. Mastantuono’s financial expertise over 30 years in finance provides her with the necessary skills and experience to perform audit and compliance committee functions. |

  19. Continuing Directors

    | | 18 |

  20. Our Commitment to Civility, Safety, and Engagement

    | Non-Employee Director—Director Compensation Policy | | |

  21. Director Compensation

    Director Compensation

  22. Outside Director Compensation Policy

    Outside Director Compensation Policy Our Board adopted a compensation policy for our non-employee directors (the “Director Compensation Policy”), in consultation with Frederic W. Cook & Co., Inc. (“FW Cook”), our independent compensation advisor. This policy is designed to attract, retain and reward our non-employee directors. We also reimburse our non-employee directors for reasonable, customary and documented travel expenses to our Board meetings and relevant director continuing education courses and programs. The LDCC reviews the total compensation of our non-employee directors and each element of our Director Compensation Policy at least annually with FW Cook, including by comparison to the practices and compensation levels at comparable companies in our compensation peer group.

  23. Director Compensation Table for Fiscal Year 2025

    Director Compensation Table for Fiscal Year 2025 The following table sets forth information regarding the compensation earned or paid to our non-employee directors in 2025. Our employee director, Mr. David Baszucki, did not receive any compensation for his service as a director for the year ended December 31, 2025. Mr. Durkin is not included below as he was appointed to the Board in March 2026 and therefore did not receive any compensation from the Company prior to his appointment date. The compensation received by Mr. Baszucki as an employee is set forth in the section titled “Executive Compensation—Summary Compensation Table for Fiscal Year 2025.”

  24. Director Compensation Table for Fiscal Year 2025

    | | Fees Earned or | Stock | All Other | | | Name | Paid in Cash ($) | Awards ($)(1) | Compensation ($)(2) | Total ($) | | Gregory Baszucki (3) | 90,000 | 381,640 | 16,467 | 488,107 | | Christopher Carvalho | 115,000 | 381,640 | 4,117 | 500,757 | | Jason Kilar | 122,806 | 381,640(4) | — | 504,446 | | Anthony P. Lee (5) | — | — | 8,233 | 8,233 | | Gina Mastantuono | 125,000 | 381,640(6) | — | 506,640 | | Andrea Wong | 112,195 | 381,640 | 4,117 | 497,952 |

  25. Director Compensation Table for Fiscal Year 2025

    | (1) The amounts reported represent the aggregate grant date fair values of the RSUs awarded to the directors in the fiscal year ended December 31, 2025, determined by multiplying the number of units granted by the NYSE closing price of our Class A common stock on the grant date, in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. The valuation assumptions used in determining such amounts are described in the notes to the consolidated financial statements included in our Annual Report on Form 10-K filed on February 11, 2026. The amounts reflect the accounting charge for the RSUs and do not correspond to the actual economic value that may be received by the individual upon vesting or settlement of the RSUs. |

  26. Director Compensation Table for Fiscal Year 2025

    | (2) This amount represents security expenses for the director and certain family members covered by the Company. |

  27. Director Compensation Table for Fiscal Year 2025

    | (3) Mr. Gregory Baszucki deferred receipt of his cash fees and RSU grant under the Company’s Deferred Compensation Plan. His cash fees will become payable in ten equal annual installments following a separation from service and his RSU grant will be released in a lump sum following a separation of service. |

  28. Director Compensation Table for Fiscal Year 2025

    | (4) Mr. Kilar deferred receipt of his RSU grant under the Company’s Deferred Compensation Plan. His RSU grant will be released following a separation from service. |

  29. Director Compensation Table for Fiscal Year 2025

    | (5) Mr. Lee waived all fees and grants associated with his service as an outside director in fiscal year 2025. |

  30. Director Compensation Table for Fiscal Year 2025

    | (6) Ms. Mastantuono deferred receipt of her RSU grant under the Company’s Deferred Compensation Plan. Her RSU grant will be released following a separation from service. |

  31. Director Compensation Table for Fiscal Year 2025

    | 39 | 2026 Proxy Statement |

  32. Director Compensation Table for Fiscal Year 2025

    The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2025:

  33. Director Compensation Table for Fiscal Year 2025

    | | | | Grant | | | | | Date Fair | | | | Number of | Value Per | | | | Shares | Restricted | | | Grant | Underlying | Share | | Name | Date | RSUs (1) | ($) (1) | | Gregory Baszucki | 5/29/2025 | 2,251(2)(3) | 84.79 | | Christopher Carvalho | 5/29/2025 | 2,251(2) | 84.79 | | Jason Kilar | 9/13/2023 | 2,026(4) | 27.74 | | | 9/13/2023 | 2,132(4) | 27.74 | | | 5/29/2025 | 2,251(2)(3) | 84.79 | | Anthony P. Lee (5) | — | — | — | | Gina Mastantuono | 5/29/2025 | 2,251(2)(3) | 84.79 | | Andrea Wong | 5/29/2025 | 2,251(2) | 84.79 |

  34. Director Compensation Table for Fiscal Year 2025

    | (1) Amount reflects unvested RSUs held by our non-employee directors as of December 31, 2025. |

  35. Director Compensation Table for Fiscal Year 2025

    | (2) Amount reflects shares of our Class A common stock subject to an RSU granted pursuant to the terms and conditions of our 2020 Plan and RSU agreement thereunder. If a merger or change in control of the Company occurs before vesting, the unvested portion of the RSU shall immediately vest. The RSU award vested as to 1/4th of the RSUs subject to such award on each of August 20, 2025, November 20, 2025, and February 20, 2026, and the remaining 1/4th of the RSUs shall vest on the earlier of (i) the day prior to the Company’s annual meeting date following such award’s grant date, and (ii) May 29, 2026, subject to the non-employee director’s continued service through the applicable vesting date. |

  36. Director Compensation Table for Fiscal Year 2025

    | (3) Settlement of an additional 2,250 vested shares has been deferred under the Company’s Deferred Compensation Plan and will be released following a separation of service. |

  37. Director Compensation Table for Fiscal Year 2025

    | (4) Amount reflects shares of our Class A common stock subject to an RSU granted pursuant to the terms and conditions of our 2020 Plan and RSU agreement thereunder. If a merger or change in control of the Company occurs before vesting, the unvested portion of the RSU shall immediately vest. The RSU award vested as to 1/3rd of the RSUs subject to such award on each of November 20, 2024 and November 20, 2025, and the remaining 1/3rd of the RSUs shall vest on November 20, 2026, subject to the non-employee director’s continued service through the applicable vesting date. |

  38. Director Compensation Table for Fiscal Year 2025

    | (5) Mr. Lee waived all fees and grants associated with his service as an outside director in 2025. |

  39. Director Compensation Table for Fiscal Year 2025

    | | 40 |

  40. Compensation Philosophy and Objectives

    | Competitiveness | Attracting and retaining critical talent is important to us. We operate in a highly competitive talent market in the technology industry and our pay programs are designed to be competitive to attract and retain talent that supports our mission and culture. | | Management Longevity | We believe that management longevity is a key driver of long-term value creation. Our executive compensation programs are designed to retain our executives, including through the use of time-based equity awards that vest over multiple years. In addition, we seek to reward significant growth in key financial and performance metrics through the use of performance-based restricted stock units (“PSUs”) for our executives. | | Long-Term Ownership | We want our executives to think like owners. To ensure our leaders are focused on sustainable growth rather than short-term payouts, our program intentionally does not include annual cash bonuses. Instead, we heavily weight total pay towards equity. In 2025, approximately 90% of each of our current NEOs’ average compensation was equity-based and 100% of our CEO’s direct compensation was equity-based. | | Strong Performance Orientation | We have a high standard for performance. We consider Company and individual performance, criticality of position, and trajectory in sizing our equity grants for our executive officers. The RSU grants we made to our NEOs in 2025 vest over multiple years. The value realized from those grants is based on the value of our stock price when (and if) the grants vest, enhancing the link between the interests of our executives and our stockholders. We additionally granted PSUs for our executives in 2025 that are eligible to vest based on substantial financial and performance metrics to further enhance the performance orientation of the program and continued service. |

  41. 2025 Performance Highlights

    Our 2025 executive compensation program is designed to directly reward the financial metrics that drive our business forward. For our NEOs, PSUs vest based on performance against pre-determined bookings and Covenant Adjusted EBITDA margin targets. Below is further information regarding the Company’s performance against these metrics. Our LDCC chose to tie PSUs to these metrics to ensure executives are incentivized based on both the cash-generating activity occurring during the performance period and to balance growth with operational efficiency.

  42. 2025 Compensation Program Highlights

    | ◼ | CEO: In alignment with the Company’s pay for performance philosophy, all of Mr. Baszucki’s direct compensation was provided in long-term equity, with 75% subject to performance conditions. Mr. Baszucki’s salary remained at $0 in 2025. |

  43. 2025 Compensation Program Highlights

    | ◼ | NEOs: We continue to heavily weight total compensation toward long-term equity, including PSUs that further align pay with performance. |

  44. 2025 Compensation Program Highlights

    | ◼ | PSU Design: Our PSU program is designed so that the PSUs granted in 2025 pay out based on achievement against pre-determined bookings and Covenant Adjusted EBITDA margin targets for a two-year performance period. The PSUs are subject to an additional year of time-based vesting following the conclusion of this performance period. |

  45. Compensation Practices

    | What we do | What we do not do | | ◼ 100% independent director composition of the LDCC ◼ independent compensation advisor: the LDCC engages an independent compensation advisor, who provides no services to the Company other than for executive officer and director compensation ◼ a significant portion of compensation for NEOs is at-risk and a significant portion is tied to substantial performance against key financial metrics ◼ annual review of NEO compensation and peer group data ◼ double-trigger change in control arrangements ◼ assess the risk-reward balance of our compensation programs to mitigate undue risks ◼ robust stock ownership requirements apply to all executive officers and non-employee directors ◼ annual advisory vote on NEO compensation | ◼ no pension plans ◼ no hedging or pledging of our stock by directors or employees ◼ no excise tax gross-ups upon a change in control |

  46. Compensation-Setting Process

    Compensation-Setting Process Annually, the LDCC reviews and considers decisions on base salary adjustments and refresh equity grants for our executive officers in the first half of the fiscal year. This allows the LDCC to consider the prior year’s performance when making compensation decisions and enables total compensation decisions to be made for all executives at the same time. The LDCC may also revisit compensation throughout the year in light of increased duties, exemplary performance, promotions and other factors, and where warranted may implement changes, including providing increases in salary or additional equity awards, such as special one-time equity awards.

  47. Roles and Responsibilities

    | Management | Our CEO: ◼ reviews the amount and structure of pay components (salary and long-term equity incentives) for members of our management team other than himself; ◼ identifies key targets and objectives of our compensation structure; ◼ negotiates sign-on pay packages and offer letters for new members of our management team; ◼ considers market data presented by our compensation advisor and internal corporate data to determine executive officer pay recommendations for the LDCC; and ◼ evaluates the performance of our management team, including our NEOs, and reviews their performance with the LDCC when making recommendations to the LDCC. Our people, finance and legal teams: ◼ support the LDCC by providing data on market pay practices, internal labor force considerations, as well as internal employee sentiment and engagement; ◼ support the CEO with information on corporate and individual performance for NEOs and provides recommendations on other compensation matters; and ◼ present information and provide clarity on market data, but refrain from participating in discussions or final decisions on their own pay amount and structure. |

  48. Competitive Market Data

    Competitive Market Data The LDCC assesses the competitiveness of each element of the executive officers’ total direct compensation against our peer group as discussed below. This represents one of the many factors that the LDCC considers when it sets pay levels for our NEOs. In developing the compensation peer group, the LDCC considers a number of factors, including:

  49. Competitive Market Data

    | ◼ | scale and complexity (revenue and market capitalization that is generally between 1/3x to 3x our size); |

  50. Competitive Market Data

    | ◼ | competitors for executive talent; |

  51. Competitive Market Data

    | ◼ | geography (preference for companies with significant talent presence in the San Francisco Bay Area); and |

  52. Competitive Market Data

    | ◼ | company business characteristics (for example, headquarter location, comparably sized high-growth technology companies, consumer facing technology companies, marketplace platforms, global operations and high growth indicators). |

  53. Competitive Market Data

    | | 54 |

  54. Competitive Market Data

    | AirbnbMatch Group AppLovinMongoDB CloudflareOkta CrowdStrikePinterest DatadogSnap DoorDashThe Trade Desk DropboxTwilio DynatraceWorkday Electronic Arts 2025 Peer Group In September 2024, the LDCC in consultation with FW Cook reviewed our compensation peer group and selected the companies in the accompanying table as the executive compensation peer group for 2025. In this review the LDCC added four new companies to our 2025 compensation peer group (Airbnb, AppLovin, Dynatrace and Pinterest) and removed five companies (Autodesk, DocuSign, Roku, Splunk and Unity Software) based on the criteria noted above. |

  55. Competitive Market Data

    | AirbnbOkta AppLovinPinterest CloudflareRobinhood Coinbase GlobalSnap CrowdStrikeSnowflake DatadogThe Trade Desk DoorDashTwilio DynatraceWorkday Electronic Arts 2026 Peer Group In September 2025, the LDCC in consultation with FW Cook reviewed our compensation peer group and selected the companies in the accompanying table as the executive compensation peer group for 2026. In this review the LDCC added three new companies to our 2026 compensation peer group (Coinbase Global, Snowflake and Robinhood) and removed three companies (MongoDB, Match Group and Dropbox) based on the criteria noted above. The changes were largely driven by the Company’s increased market capitalization over the course of 2025. |

  56. Competitive Market Data

    We do not establish compensation levels solely based on a review of competitive data, but we believe market data is a meaningful input to our compensation policies and practices. When making its compensation decisions, the LDCC also considers a number of other factors, including: Company performance, each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, individual performance and demonstrated leadership and internal pay equity considerations. In addition, as part of our executive compensation planning process, the LDCC reviewed aggregated survey data, drawn from the Radford Custom Compensation Survey, which provided additional context regarding executive compensation practices in the marketplace. We expect to review our peer group annually to reflect changes to our size and scale.

  57. Competitive Market Data

    | 55 | 2026 Proxy Statement |

  58. Base Salary

    | ◼ | a market review of base salaries for executives in our compensation peer group, as well as broader market survey data; |

  59. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. Equity is our primary vehicle for offering long-term incentives and differentiating compensation among our NEOs. In 2025, equity-based incentives for our NEOs consisted of RSUs and PSUs. We size our equity awards to be competitive, transparent and reflect the performance, contribution and criticality of roles to our Company. Our CEO annually reviews the performance of our other executives alongside external market data. Based on this review, he proposes equity awards to the LDCC for all NEOs other than himself. The LDCC exercises its independent judgment and discretion, in consultation with our CEO and FW Cook to determine the size and types of equity awards that it approves. The LDCC

  60. Long-Term Incentive Compensation

    | | 56 |

  61. Long-Term Incentive Compensation

    considers, among other things, the role and responsibility of the NEO, competitive factors, the vested and unvested value of the equity awards held by the NEO and the NEO’s total target compensation.

  62. Annual Awards

    Annual Awards Mr. Baszucki received 75% of his 2025 annual equity award value in PSUs and 25% in time-based RSUs. Each of our other NEOs received approximately 35% of their 2025 annual equity award value in PSUs and approximately 65% of their equity award value in time-based RSUs. We believe that equity awards align the interests of our NEOs with our stockholders, provide our NEOs with incentives linked to long-term performance, and foster an ownership mentality. In addition, the long-term vesting period of our equity awards supports retention. In March 2025, the LDCC granted fiscal year 2025 annual equity awards in the form of PSUs and RSUs to the NEOs as shown below with vesting and other terms as described below. Mr. Chopra received a new hire equity award in lieu of a 2025 annual equity award as described in “New Hire Award” below.

  63. Annual Awards

    | | Fiscal | | | | | | | Year 2025 | | Fiscal | | | | | PSU | Number of | Year 2025 | | Total | | | Intended Grant | Shares of | RSU | Number of | Intended | | | Value (at | PSU Grant | Intended Grant | Restricted | Grant | | Name | target) (1) | (at target) | Value (1) | Stock Units | Value (1) | | David Baszucki | $19,500,000 | 297,392 | $6,500,000 | 99,130 | $26,000,000 | | Michael Guthrie | $4,271,050 | 65,137 | $7,931,950 | 120,969 | $12,203,000 | | Manuel Bronstein | $4,271,050 | 65,137 | $7,931,950 | 120,969 | $12,203,000 | | Arvind Chakravarthy | $2,801,750 | 42,729 | $5,203,250 | 79,354 | $8,005,000 | | Matt Kaufman | $2,385,250 | 36,377 | $4,429,750 | 67,557 | $6,815,000 | | Mark Reinstra | $2,882,250 | 43,956 | $5,352,750 | 81,634 | $8,235,000 |

  64. Annual Awards

    | (1) The grant date fair value of the PSU and RSU awards as stated in our Summary Compensation Table for Fiscal Year 2025 differs from the intended grant value at target for the awards stated above because the number of shares granted under the awards were determined by dividing the intended value of the awards at target by the 20 trading day average closing price of a share of the Company’s Class A common stock on the NYSE as of February 28, 2025. |

  65. Annual Awards

    The 2025 PSUs are subject to both performance-based and service-based vesting. The scheduled performance period for the PSUs is January 1, 2025 through December 31, 2026. Between 0% and 200% of the PSUs will become eligible to vest if and to the extent the pre-determined performance goals are satisfied, and then will vest if the applicable service-based vesting requirements are satisfied. 80% of the PSUs for each NEO become eligible to vest based on achievement of certain cumulative bookings targets and 20% of the PSUs for each NEO become eligible to vest based on achievement of certain cumulative Covenant Adjusted EBITDA margin targets as established by the LDCC. Cumulative Covenant Adjusted EBITDA margin is calculated by dividing our Covenant Adjusted EBITDA by bookings for the performance period. The LDCC chose bookings and Covenant Adjusted EBITDA margin as the performance metrics for the PSUs because it believes that these are key drivers of our long-term strategic plan to grow the scale of our business and create near term margin expansion and are directly tied to value creation, whereas the grant date fair value of the PSU and RSU awards was determined based on the closing stock price of the Company’s Class A common stock on the grant date. After the end of the two-year performance period, the LDCC will certify achievement of the Company’s performance against the applicable cumulative bookings and Covenant Adjusted EBITDA margin targets and 67% of the PSUs that are eligible to vest will vest on the first trading day following the certification date, subject to continued service on such date. The remaining 33% of the PSUs that are eligible to vest will vest in four approximately equal quarterly installments thereafter on each of May 20, 2027, August 20, 2027, November 20, 2027 and February 20, 2028, subject to continued service on such date. Any PSUs that have not satisfied the performance metrics immediately following the certification date will be forfeited.

  66. New Hire Award

    New Hire Award In July 2025, the LDCC granted a new hire RSU award consisting of 356,460 RSUs to Mr. Chopra as part of his new hire compensation package with an intended grant value of $28,000,000. Mr. Chopra’s new hire award was established after considering various factors, including his extensive financial and strategic leadership experience across technology and entertainment companies as well as the competitive market for superior candidates with the skills necessary to operate in our fast-paced and operationally complex environment. The grant date fair value of Mr. Chopra's award as stated in our Summary Compensation Table for Fiscal Year 2025 differs from the intended grant value because the number of shares granted was determined by dividing the intended value by the 20 trading day average closing price of a share of the Company’s Class A common stock on the NYSE as of May 30, 2025, whereas the grant date fair value of Mr. Chopra’s award was determined based on the closing stock price of the Company’s Class A common stock on the grant date. 4/36th of the RSUs vested on November 20, 2025 and approximately 1/12th of the RSUs vest over each of the 11 quarters thereafter, subject to Mr. Chopra’s continued service through each vesting date.

  67. Special Awards

    Special Awards In September 2025, the LDCC granted special one-time RSU awards to Messrs. Kaufman and Reinstra in addition to their 2025 annual equity awards in recognition of their exemplary performance and the ever-increasing criticality, scope and strategic impact of their respective roles. The one-time award to Mr. Kaufman consisted of 9,627 RSUs and had an intended grant value of $1,200,000. The one-time award to Mr. Reinstra consisted of 16,046 RSUs and had an intended grant value of $2,000,000. The grant date fair value of Messrs. Kaufman's and Reinstra's one-time RSU awards as stated in our Summary Compensation Table for Fiscal Year 2025 differs from the intended grant value because the number of shares granted was determined by dividing the intended value of such awards by the 20 trading day average closing price of a share of the Company’s Class A common stock on the NYSE as of August 29, 2025. For both one-time RSU awards, 1/12th of the RSUs vested on November 20, 2025 and 1/12th of the RSUs vest quarterly thereafter, subject to the grantee’s continued service through each vesting date.

  68. Completed PSU Performance Period

    Completed PSU Performance Period In March 2024, the LDCC granted PSUs with a measurement period running from January 1, 2024 through December 31, 2025, with performance based 80% on cumulative bookings and 20% based on cumulative Covenant Adjusted EBITDA. The performance period applicable to the 2024 PSUs ended on December 31, 2025, and on February 9, 2026, the LDCC certified performance of cumulative bookings for the performance period of $11,157 million (against a target of $9,295 million) and cumulative Covenant Adjusted EBITDA for the performance period of $2,535 million (against a target of $1,303 million) resulting in a 200% target payout as follows:

  69. Completed PSU Performance Period

    | | | Number of | | | 2024 | 2024 PSUs | | | Target | Eligible to | | Name | PSUs | Vest | | David Baszucki | 446,534 | 893,068 | | Michael Guthrie (1) | 29,270 | 58,541 | | Manuel Bronstein (2) | 87,812 | 175,624 | | Arvind Chakravarthy (3) | 57,388 | 114,776 | | Matt Kaufman | 48,761 | 97,522 | | Mark Reinstra | 59,055 | 118,110 |

  70. Completed PSU Performance Period

    | (1) Mr. Guthrie resigned from his employment effective June 30, 2025. Pursuant to Mr. Guthrie’s separation as described in “Executive Resignations” below, the amount in the "2024 Target PSUs" column reflects 1/3rd of his initial target grant amount and the amount in the “Number of 2024 PSUs Eligible to Vest” column represents the actual number of PSUs that vested following certification by the LDCC based on this prorated target amount. |

  71. Completed PSU Performance Period

    | (2) Mr. Bronstein resigned from his employment effective September 30, 2025, and provided advisory services to the Company through April 13, 2026. Pursuant to Mr. Bronstein's separation as described in “Executive Resignations” below and the terms of his equity awards, he remained eligible to vest into his outstanding equity awards through the end of his advisory period. |

  72. Completed PSU Performance Period

    | (3) Mr. Chakravarthy resigned from his employment effective March 6, 2026. All unvested equity awards were forfeited upon termination. |

  73. Completed PSU Performance Period

    Except as described in the table above, 67% of the 2024 PSUs that were eligible to vest vested on February 9, 2026 and the remaining 33% of the 2024 PSUs that are eligible to vest will vest in four approximately equal quarterly installments thereafter on each of May 20, 2026, August 20, 2026, November 20, 2026 and February 20, 2027, subject to the terms and conditions of the award agreement.

  74. Perquisites and Other Personal Benefits

    Perquisites and Other Personal Benefits Our NEOs are eligible to participate in the same benefits programs offered to all employees. In addition, our NEOs and other senior executives have entered into change in control and severance agreements with us. Because of the high visibility of the Company and specific threats to Mr. Baszucki’s safety arising from his position as our visionary, founder and CEO, we conducted an independent security assessment, which identified specific risks and threats. Based on the results of this assessment, the LDCC previously approved the implementation of a formal security program. We require these security measures for the Company’s benefit because of the importance of Mr. Baszucki to Roblox, and we believe that the scope and costs of this security program are reasonable, appropriate and necessary. The LDCC evaluates this security program at least annually, including a review of security professional assessments of safety threats and recommendations for the security program. Under Mr. Baszucki’s overall security program, we provide security for him and certain family members, including the costs of personal security at his residences and during business travel, the annual costs of security personnel and the procurement, installation and maintenance of certain security measures at his residences. In addition, Mr. Baszucki uses private aircraft for business travel in connection with his overall security program. On certain occasions, Mr. Baszucki may be accompanied by family members or guests when using private aircraft.

  75. Deferred Compensation Plan

    Deferred Compensation Plan We maintain our Deferred Compensation Plan for non-employee directors and, as determined by the LDCC in its discretion, members of a “select group of management or highly compensated employees”. Eligible non-employee director participants may elect annually to defer up to 100% of their cash director fees and their equity awards granted under the Company’s 2020 Plan. Eligible employee participants may elect to defer up to 90% of their base salary and up to 100% of their cash bonus compensation, and up to 65% of any RSUs or PSUs granted under the Company’s 2020 Plan. For further information on the Deferred Compensation Plan, please see “Board of Directors—Director Compensation—Deferred Compensation Plan” above.

  76. Change in Control Severance Agreements

    Change in Control Severance Agreements We have entered into a change in control severance agreement with each of our current NEOs, pursuant to which our NEOs are eligible to receive severance benefits, as specified in and subject to the terms of the change in control severance agreement. We believe that these protections serve our retention objectives by helping our NEOs maintain continued focus and dedication to their responsibilities, including in the event of a transaction that could result in a change in control of the Company. For more information, see the section titled “Potential Payments upon Termination or Change in Control.”

  77. Change in Control Severance Agreements

    | | 60 |

  78. Employment Agreements

    Employment Agreements In connection with and after the listing of our Class A common stock on the NYSE, we have entered into employment letters setting forth the terms and conditions of employment for each of our NEOs as described below.

  79. Employment Agreements

    | David Baszucki We have entered into a confirmatory employment letter agreement with Mr. Baszucki. The letter agreement, as amended, does not have a specific term and provides that Mr. Baszucki is an at-will employee. Mr. Baszucki’s 2025 annual base salary was $0. No changes have been made to his annual base salary for 2026. Naveen Chopra We have entered into an employment letter agreement with Mr. Chopra. The letter agreement does not have a specific term and provides that Mr. Chopra is an at-will employee. Mr. Chopra’s annual base salary for 2026 is $760,000. Pursuant to his employment letter agreement, Mr. Chopra’s 2025 annual base salary was $735,000 and he received additional benefits as described below. Pursuant to his employment letter agreement, Mr. Chopra received his new hire RSU award as described in “New Hire Award” above, a cash signing bonus of $3 million, which will vest and be paid quarterly over three years beginning on November 20, 2025 (the “Signing Bonus”) and a second cash signing bonus of $3 million, 1/36th of which will be earned for each month of completed service (the “Lump Signing Bonus”); provided that Mr. Chopra will be entitled to accelerated vesting, payment or release from repayment obligations, as applicable, if his employment is terminated as described in more detail in “Change in Control and Severance Agreements” below. Prior to his full-time relocation to the Company’s headquarters by his required relocation date, the Company will also reimburse Mr. Chopra up to $15,000 per month for temporary housing and provide relocation assistance in accordance with the Company’s executive domestic policy (except as provided otherwise in his employment letter agreement) with a maximum limit of $900,000 for relocation expenses, and such relocation expenses will be deemed earned over 12 months for each completed month of service. Michael Guthrie We entered into a confirmatory employment letter agreement with Mr. Guthrie. The letter agreement did not have a specific term and Mr. Guthrie was an at-will employee who resigned from his employment effective June 30, 2025. Prior to his resignation, Mr. Guthrie’s 2025 annual base salary was $735,000. Additionally, we entered into a Separation and Transition Agreement, as amended, with Mr. Guthrie as further described below under “Executive Resignations.” Manuel Bronstein We entered into a confirmatory employment letter agreement with Mr. Bronstein. The letter agreement did not have a specific term and Mr. Bronstein was an at-will employee who resigned from his employment effective September 30, 2025. Prior to his resignation, Mr. Bronstein’s 2025 annual base salary was $735,000. Additionally, we entered into a Separation and Transition Agreement with Mr. Bronstein as further described below under “Executive Resignations.” Arvind Chakravarthy We entered into an employment letter agreement with Mr. Chakravarthy. The letter agreement did not have a specific term and Mr. Chakravarthy was an at-will employee who resigned from his employment effective March 6, 2026. Prior to his resignation, Mr. Chakravarthy’s base salary was $735,000. Matt Kaufman We have entered into an employment letter agreement with Mr. Kaufman. The letter agreement does not have a specific term and provides that Mr. Kaufman is an at-will employee. Mr. Kaufman 2025 annual base salary was $735,000. His annual base salary for 2026 is $760,000. Mark Reinstra We have entered into a confirmatory employment letter agreement with Mr. Reinstra. The letter agreement does not have a specific term and provides that Mr. Reinstra is an at-will employee. Mr. Reinstra’s 2025 annual base salary was $735,000. His annual base salary for 2026 is $760,000. |

  80. Employment Agreements

    | 61 | 2026 Proxy Statement |

  81. Practices with Regard to Timing of Equity Awards

    Practices with Regard to Timing of Equity Awards Because we do not currently grant stock options covering our listed Class A common stock, and have not since our direct listing, we do not have a policy or practice regarding option grant timing. Our Board and the LDCC do not take material nonpublic information into account when determining the timing and terms of equity grants. We do not have a policy or practice to time equity grants based on the release of material non-public information. We did not grant stock options to any of our NEOs in 2025 and have never granted stock appreciation rights.

  82. Compensation Risk Assessment

    A significant proportion of the compensation provided to most of our employees involves long-term incentive compensation in the form of equity awards that we believe are important to help further align our employees’ interests with those of our stockholders. These equity awards directly tie their expectations of compensation to their contributions to the long-term value of our Company. We do not believe that these equity awards encourage unnecessary or excessive risk-taking given their multi-year vesting schedules or performance periods and since their ultimate value is tied to our stock price. Our stock ownership guidelines also help ensure that executive officers have significant value tied to long-term stock price performance. Additional controls such as our Code of Business Conduct and Ethics and related training help mitigate the risks of unethical behavior and inappropriate risk-taking.

  83. Tax and Accounting Matters

    Tax and Accounting Matters The LDCC takes the applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program. Generally, Section 162(m) of the Code limits the amount we may deduct from our federal income taxes for compensation paid to our CEO and Chief Financial Officer and certain other current executive officers that are “covered employees” within the meaning of Section 162(m) of the Code to $1 million per individual per year, subject to certain exceptions. In approving the amount and form of compensation for our NEOs in the future, the LDCC generally considers all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m) of the Code, as well as our need to maintain flexibility in compensating executive officers in a manner designed to promote our goals. The LDCC may authorize compensation payments that will or may not be deductible when we believe that such payments are appropriate to attract, retain or motivate executive talent. We do not provide, and have no obligation to provide, any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G, 4999, or 409A of the Code. If any of the payments or benefits provided for under the change of control and severance agreements or otherwise payable to a NEO would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, he or she would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the NEO.

  84. Summary Compensation Table for Fiscal Year 2025

    Summary Compensation Table for Fiscal Year 2025 The following table sets forth the compensation reportable for our NEOs for the years shown as determined under SEC rules.

  85. Summary Compensation Table for Fiscal Year 2025

    | | | | | Stock | All Other | | | Name and | | Salary | Bonus | Awards | Compensation | | | Principal Position | Year | ($) | ($) | ($) (1) | ($) | Total ($) | | David Baszucki, | 2025 | —(2) | — | 22,669,163 | 1,896,832(3) | 24,565,995 | | Founder, President and | 2024 | —(2) | — | — | 2,984,326 | 2,984,326 | | Chief Executive Officer | 2023 | —(2) | — | — | 2,136,740 | 2,136,740 | | Naveen Chopra, | 2025 | 370,284(4) | 3,333,333(5) | 40,094,621 | 15,500(6) | 43,813,738 | | Chief Financial Officer | | | | | | | | Michael Guthrie (7), | 2025 | 364,167(8) | — | 16,612,633 | 61,250(9) | 17,038,050 | | Former Chief Financial Officer | 2024 | 715,000 | — | 10,366,857 | 3,945 | 11,085,802 | | | 2023 | 698,750 | — | 10,257,502 | 6,500 | 10,962,752 | | Manuel Bronstein (10), | 2025 | 547,917(11) | — | 10,639,680 | 234,658(12) | 11,422,255 | | Former Chief Product Officer | 2024 | 715,000 | — | 10,366,857 | 19,391 | 11,101,248 | | | 2023 | 698,750 | — | 10,257,502 | 17,750 | 10,974,002 | | Arvind Chakravarthy (13), | 2025 | 731,667 | — | 6,979,485 | 23,747(14) | 7,734,899 | | Former Chief People and Systems Officer | 2024 | 715,000 | — | 4,573,174 | 15,445 | 5,303,619 | | Matt Kaufman, | 2025 | 731,667 | — | 7,220,757 | 231,916(15) | 8,184,340 | | Chief Safety Officer | | | | | | | | Mark Reinstra, | 2025 | 731,667 | — | 9,402,673 | 25,622(16) | 10,159,962 | | Chief Legal Officer & Corporate Secretary | 2024 | 715,000 | — | 6,971,882 | 19,195 | 7,706,077 | | | 2023 | 698,750 | — | 7,101,323 | 21,500 | 7,821,573 |

  86. Summary Compensation Table for Fiscal Year 2025

    | (1) The amounts reported in this column represent the aggregate grant date fair value of the RSUs and PSUs awarded to the NEOs in the fiscal years ended December 31, 2023, December 31, 2024, and December 31, 2025 as applicable, calculated in accordance with FASB ASC Topic 718. In the case of RSUs, the aggregate grant date fair value of the awards granted is determined by multiplying the number of units granted by the NYSE closing price of our Class A common stock on the grant date. As permitted by FASB ASC Topic 718, this amount does not take into account any estimated forfeitures related to service-vesting conditions. For each PSU granted in 2023, 2024 and 2025, in accordance with SEC rules, the aggregate grant date fair value of the awards is calculated based on the most probable outcome of the performance conditions as of the grant date, which was target performance. The grant date fair value is calculated by multiplying the target number of units granted by the NYSE closing price of our Class A common stock on the grant date. If the most probable outcome of the performance conditions on the grant date had been maximum performance, then the grant date fair value of the 2023 PSUs would have been as follows: Michael Guthrie and Manuel Bronstein ($5,861,391) and Mark Reinstra ($4,057,886), and 2024 PSUs would have been as follows: David Baszucki ($63,273,595), Michael Guthrie and Manuel Bronstein ($7,256,784), Mark Reinstra ($4,880,305) and Arvind Chakravarthy ($4,742,544), and 2025 PSUs would have been as follows: David Baszucki ($34,003,801), Michael Guthrie and Manuel Bronstein ($7,447,765), Mark Reinstra ($5,025,929), Arvind Chakravarthy ($4,885,634) and Matt Kaufman ($4,159,346). The valuation assumptions used in determining the grant date fair value of the RSUs and PSUs are further described in Note 1 and Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 11, 2026. The amounts reflect the accounting charge for the RSUs and PSUs and do not correspond to the actual economic value that may be received by the NEOs upon vesting or settlement of the RSUs and PSUs. For Mr. Guthrie, the amount in this column for 2025 also includes an aggregate of $5,972,953 in incremental stock-based compensation expense the Company recognized in connection with the acceleration of his 2023 PSU and 2024 PSU awards, as further described in “Executive Resignations” below. Such amount reflects the calculation of the value of the modification of Mr. Guthrie’s awards, in accordance with ASC 718, and does not necessarily correspond to the actual value that may ultimately be realized by Mr. Guthrie. The intended value of Mr. Baszucki’s RSU and PSU awards in 2024 was $25 million. However, the grant date fair value of Mr. Baszucki’s awards as stated in our Summary Compensation Table for Fiscal Year 2024 is $0 because the grants were deemed a modification of his Original Founder Long-Term Performance Award for accounting purposes and under FASB ASC Topic 718, as of March 1, 2024, we were not required to record any incremental fair value in connection with the modification. |

  87. Summary Compensation Table for Fiscal Year 2025

    | (2) Mr. Baszucki’s annual salary was $0. |

  88. Summary Compensation Table for Fiscal Year 2025

    | (3) The amount represents security expenses for Mr. Baszucki pursuant to his overall security program as further described under “Principal Elements of Our Executive Compensation and 2025 Compensation—Additional Compensation Practices—Perquisites and Other Personal Benefits” of $1,803,971, commuting expenses of $44,868, additional security expenses covered by the Company of $23,958 and a related tax gross up of $24,035. On occasion, guests of Mr. Baszucki accompanied him, at no incremental cost to the Company, on corporate aircraft used for business purposes. |

  89. Summary Compensation Table for Fiscal Year 2025

    | | 64 |

  90. Summary Compensation Table for Fiscal Year 2025

    | (4) Represents the salary actually earned by Mr. Chopra for fiscal year 2025 after he joined the Company effective June 30, 2025. |

  91. Summary Compensation Table for Fiscal Year 2025

    | (5) Represents the Signing Bonus and Lump Signing Bonus paid or earned, as applicable, to Mr. Chopra in fiscal year 2025 as described in “Employment Agreements” above and “Change in Control and Severance Agreements” below. |

  92. Summary Compensation Table for Fiscal Year 2025

    | (6) Represents matching 401(k) contributions by the Company. |

  93. Summary Compensation Table for Fiscal Year 2025

    | (7) Mr. Guthrie resigned from his employment effective June 30, 2025. |

  94. Summary Compensation Table for Fiscal Year 2025

    | (8) Represents the salary actually earned by Mr. Guthrie for fiscal year 2025 before his employment resignation. |

  95. Summary Compensation Table for Fiscal Year 2025

    | (9) Represents a cash payment to Mr. Guthrie for advisory transitional services to the Company following his resignation as further described in “Executive Resignations” below. |

  96. Summary Compensation Table for Fiscal Year 2025

    | (10) Mr. Bronstein resigned from his employment effective September 30, 2025. |

  97. Summary Compensation Table for Fiscal Year 2025

    | (11) Represents the salary actually earned by Mr. Bronstein for fiscal year 2025 before his employment resignation. |

  98. Summary Compensation Table for Fiscal Year 2025

    | (12) Represents an aggregate cash payment of $183,750 to Mr. Bronstein for advisory transitional services to the Company following his resignation as further described in “Executive Resignations” below, security expenses for Mr. Bronstein covered by the Company in an amount equal to $6,617, a related tax gross up in an amount equal to $6,826, matching 401(k) contributions by the Company in an amount equal to $15,500 and $21,965 in COBRA payments by the Company on behalf of Mr. Bronstein. |

  99. Summary Compensation Table for Fiscal Year 2025

    | (13) Mr. Chakravarthy resigned from his employment effective March 6, 2026. |

  100. Summary Compensation Table for Fiscal Year 2025

    | (14) Represents security expenses for Mr. Chakravarthy covered by the Company in an amount equal to $4,117, a related tax gross up in an amount equal to $4,130 and matching 401(k) contributions by the Company in an amount equal to $15,500. |

  101. Summary Compensation Table for Fiscal Year 2025

    | (15) Represents security expenses for Mr. Kaufman covered by the Company in an amount equal to $114,200, a related tax gross up in an amount equal to $102,216 and matching 401(k) contributions by the Company in an amount equal to $15,500. |

  102. Summary Compensation Table for Fiscal Year 2025

    | (16) Represents security expenses for Mr. Reinstra covered by the Company in an amount equal to $4,117, a related tax gross up in an amount equal to $4,130 and matching 401(k) contributions by the Company in an amount equal to $17,375. |

  103. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table shows all plan-based awards granted to our NEOs during fiscal year 2025:

  104. Grants of Plan-Based Awards in 2025

    | | | Estimated Possible Payouts Under | | | All Other | Grant Date | | | | Equity Incentive Plan Awards (1) | | | Stock Awards: | Fair Value of | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Number of Units | Stock Awards ($) (2) | | David Baszucki | 3/7/2025 | | | | 99,130(3) | 5,667,262 | | | 3/7/2025 | — | 297,392 | 594,784(4) | | 17,001,901 | | Naveen Chopra | 7/15/2025 | | | | 356,460(3) | 40,094,621 | | Michael Guthrie | 3/7/2025 | | | | 120,969(3) | 6,915,798 | | | 3/7/2025 | — | 65,137 | 130,274(4) | | 3,723,882 | | | 6/30/2025 | | | | 96,076 | 5,972,953 | | Manuel Bronstein | 3/7/2025 | | | | 120,969(3) | 6,915,798 | | | 3/7/2025 | — | 65,137 | 130,274(4) | | 3,723,882 | | Arvind Chakravarthy | 3/7/2025 | | | | 79,354(3) | 4,536,668 | | | 3/7/2025 | — | 42,729 | 85,458(4) | | 2,442,817 | | Matt Kaufman | 3/7/2025 | | | | 67,557(3) | 3,862,234 | | | 3/7/2025 | — | 36,377 | 72,754(4) | | 2,079,673 | | | 9/10/2025 | | | | 9,627(3) | 1,278,851 | | Mark Reinstra | 3/7/2025 | | | | 81,634(3) | 4,667,016 | | | 3/7/2025 | — | 43,956 | 87,912 | | 2,512,965 | | | 9/30/2025 | | | | 16,046(3) | 2,222,692 |

  105. Grants of Plan-Based Awards in 2025

    | (1) Amounts in the “Estimated Possible Payouts Under Equity Incentive Plan Awards” relate to potential payouts under the PSU awards granted in fiscal year 2025. The number of shares in the “Threshold”, “Target” and “Maximum” columns represent the number of PSUs that would be eligible to vest upon achievement against predetermined threshold, target and maximum bookings and Covenant Adjusted EBITDA margin metrics. Linear interpolation determines the percentage of PSUs that would be eligible to vest upon achievement between the threshold and target and the target and maximum achievement points. It is possible that the NEOs will realize zero compensation from these awards if the performance metrics are not met during the performance period. |

  106. Grants of Plan-Based Awards in 2025

    | (2) The amounts reported in this column represent the aggregate grant date fair value of the RSUs and PSUs granted to the NEO in fiscal year 2025. The grant date fair value of the RSUs is determined by multiplying the number of units granted by the NYSE closing price of our Class A common stock on the grant date, in accordance with FASB ASC Topic 718 and the grant date value of the PSUs is determined based on the most probable outcome of the performance conditions as of the grant date, which was target performance, in accordance with SEC rules. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The valuation assumptions used in determining such amounts are described in the notes to the consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 11, 2026. For Mr. Guthrie, the award shown as granted on June 30, 2025 represents an aggregate of $5,972,953 in |

  107. Grants of Plan-Based Awards in 2025

    | 65 | 2026 Proxy Statement |

  108. Grants of Plan-Based Awards in 2025

    | incremental stock-based compensation expense the Company recognized in connection with the acceleration of an aggregate of 96,076 shares underlying his 2023 PSU and 2024 PSU awards, as further described in “Executive Resignations” below. Such amount reflects the calculation of the value of the modification of his awards, in accordance with ASC 718, and does not necessarily correspond to the actual value that may ultimately be realized by him. |

  109. Grants of Plan-Based Awards in 2025

    | (3) The RSUs are subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at 2025 Year-End Table” below. |

  110. Grants of Plan-Based Awards in 2025

    | (4) The PSUs are subject to performance and time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at 2025 Year-End Table” below. |

  111. Outstanding Equity Awards at 2025 Year-End

    Outstanding Equity Awards at 2025 Year-End The following table sets forth information regarding outstanding equity incentive plan awards held by our NEOs as of December 31, 2025:

  112. Outstanding Equity Awards at 2025 Year-End

    | | | Options Awards | | | | Stock Awards | | | | | | | | | | | Number | Market | Number of | Market or | | | | | | | | of Shares | Value of | Unearned | Payout Value | | | | Number of | Number of | | | or Units | Shares or | Shares, | of Unearned | | | | Securities | Securities | | | of Stock | Units of | Units or | Shares, Units | | | | Underlying | Underlying | Option | | That | Stock That | Other | or Other | | | | Unexercised | Unexercised | Exercise | Option | Have Not | Have Not | Rights That | Rights That | | | | Options (#) | Options (#) | Price | Expiration | Vested | Vested | Have Not | Have Not | | Name | Grant Date | Exercisable (1) | Unexercisable (1) | ($) (2) | Date | (#) (1) | ($) (3) | Vested (#) (1) | Vested ($) (3) | | David Baszucki | 3/1/2024(4) | — | — | — | — | — | — | 893,068 | 72,365,300 | | | 3/1/2024(5) | — | — | — | — | 62,018 | 5,025,319 | — | — | | | 3/7/2025(6) | — | — | — | — | — | — | 594,784 | 48,195,348 | | | 3/7/2025(7) | — | — | — | — | 74,348 | 6,024,418 | — | — | | Naveen Chopra | 7/15/2025(8) | — | — | — | — | 316,854 | 25,674,680 | — | — | | Michael Guthrie | 2/5/2018(9) | 322,390 | — | 0.53 | 2/4/2028 | — | — | — | — | | | 1/19/2020(9) | 300,000 | — | 3.405 | 7/28/2028 | — | — | — | — | | | 3/1/2024(4) | — | — | — | — | — | — | 58,541 | 4,743,577 | | Manuel Bronstein (14) | 4/8/2022(10) | — | — | — | — | 7,506 | 608,211 | — | — | | | 4/13/2023(11) | — | — | — | — | — | — | 56,023 | 4,539,544 | | | 4/13/2023(10) | — | — | — | — | 13,360 | 1,082,561 | — | — | | | 3/1/2024(4) | — | — | — | — | — | — | 175,624 | 14,230,813 | | | 3/1/2024(5) | — | — | — | — | 67,950 | 5,505,989 | — | — | | | 3/7/2025(6) | — | — | — | — | — | — | 130,274 | 10,556,102 | | | 3/7/2025(7) | — | — | — | — | 90,727 | 7,351,609 | — | — | | Arvind Chakravarthy (15) | 8/14/2023(12) | — | — | — | — | 79,405 | 6,434,187 | — | — | | | 3/1/2024(4) | — | — | — | — | — | — | 114,776 | 9,300,299 | | | 3/1/2024(5) | — | — | — | — | 22,204 | 1,799,190 | — | — | | | 3/7/2025(6) | — | — | — | — | — | — | 85,458 | 6,924,662 | | | 3/7/2025(7) | — | — | — | — | 59,516 | 4,822,581 | — | — | | Matt Kaufman | 10/11/2019(9) | 41,334 | | 3.405 | 10/10/2029 | — | — | — | — | | | 4/8/2022(10) | — | — | — | — | 6,236 | 505,303 | — | — | | | 4/13/2023(11) | — | — | — | — | — | — | 27,704 | 2,244,855 | | | 4/13/2023(10) | — | — | — | — | 8,809 | 713,793 | — | — | | | 3/1/2024(4) | — | — | — | — | — | — | 97,522 | 7,902,208 | | | 3/1/2024(5) | — | — | — | — | 37,732 | 3,057,424 | — | — | | | 3/7/2025(6) | — | — | — | — | — | — | 72,754 | 5,895,257 | | | 3/7/2025(7) | — | — | — | — | 50,668 | 4,105,628 | — | — | | | 9/10/2025(13) | — | — | — | — | 8,825 | 715,090 | — | — | | Mark Reinstra | 12/9/2019(9) | 31,528 | — | 3.405 | 12/8/2029 | — | — | — | — | | | 4/8/2022(10) | — | — | — | — | 6,236 | 505,303 | — | — | | | 4/13/2023(11) | — | — | — | — | — | — | 38,785 | 3,142,749 | | | 4/13/2023(10) | — | — | — | — | 9,249 | 749,446 | — | — | | | 3/1/2024(4) | — | — | — | — | — | — | 118,110 | 9,570,453 | | | 3/1/2024(5) | — | — | — | — | 45,698 | 3,702,909 | — | — | | | 3/7/2025(6) | — | — | — | — | — | — | 87,912 | 7,123,509 | | | 3/7/2025(7) | — | — | — | — | 61,226 | 4,961,143 | — | — | | | 9/30/2025(13) | — | — | — | — | 14,709 | 1,191,870 | — | — |

  113. Outstanding Equity Awards at 2025 Year-End

    | (1) Amount reflects all previous forward stock splits effected prior to our direct listing. |

  114. Outstanding Equity Awards at 2025 Year-End

    | | 66 |

  115. Outstanding Equity Awards at 2025 Year-End

    | (2) This column represents the fair market value of a share of our Class A common stock on the date of the grant, as determined by the administrator of our 2017 Amended and Restated Equity Incentive Plan (the “2017 Plan”), as applicable. |

  116. Outstanding Equity Awards at 2025 Year-End

    | (3) This column represents the fair market value of the shares underlying the RSUs or PSUs as of December 31, 2025, based on the closing price of our Class A common stock, as reported on the NYSE, of $81.03 on December 31, 2025. |

  117. Outstanding Equity Awards at 2025 Year-End

    | (4) Represents shares of our Class A common stock subject to the 2024 PSUs granted under our 2020 Plan. The number of shares in the “Number of Unearned Shares, Units or Other Rights that Have Not Vested” column represents the number of PSUs that would be eligible to vest upon achievement of maximum performance against predetermined bookings and Covenant Adjusted EBITDA metrics (representing achievement of 200% of the target PSUs). Between 0% and 200% of the target PSUs are eligible to vest, based on the Company’s performance against such metrics during the performance period, and subject to the participant’s continued service. See the section titled “Completed PSU Performance Period” above for more information on the 2024 PSUs after certification by the LDCC in February 2026. Pursuant to Mr. Guthrie’s separation as described in “Executive Resignations” below, the terms of Mr. Guthrie’s 2024 PSUs were amended and Mr. Guthrie remained eligible to vest 1/3rd of the 2024 PSUs that became eligible for time-based vesting based on the Company’s performance during the performance period that ended on December 31, 2025 following his termination of service. |

  118. Outstanding Equity Awards at 2025 Year-End

    | (5) Represents shares of our Class A common stock subject to awards of RSUs pursuant to the terms and conditions of our 2020 Plan and award agreement thereunder. 1/12th of the RSUs vested on May 20, 2024 and 1/12th of the RSUs vest quarterly thereafter, subject to the participant’s continued service through each vesting date. |

  119. Outstanding Equity Awards at 2025 Year-End

    | (6) Represents shares of our Class A common stock subject to the 2025 PSUs granted under our 2020 Plan. The number of shares in the “Number of Unearned Shares, Units or Other Rights that Have Not Vested” column represents the number of PSUs that would be eligible to vest upon achievement of maximum performance against predetermined bookings and Covenant Adjusted EBITDA margin metrics (representing achievement of 200% of the target PSUs). Between 0% and 200% of the target PSUs are eligible to vest, based on the Company’s performance against such metrics during the performance period, and subject to the participant’s continued service. See the section titled “Fiscal Year 2025 Awards - Annual Awards” above for more information on the 2025 PSUs. |

  120. Outstanding Equity Awards at 2025 Year-End

    | (7) Represents shares of our Class A common stock subject to awards of RSUs pursuant to the terms and conditions of our 2020 Plan and award agreement thereunder. 1/12th of the RSUs vested on May 20, 2025 and 1/12th of the RSUs vest quarterly thereafter, subject to the participant’s continued service through each vesting date. |

  121. Outstanding Equity Awards at 2025 Year-End

    | (8) Represents shares of our Class A common stock subject to an award of RSUs pursuant to the terms and conditions of our 2020 Plan and award agreement thereunder. 4/36th of the RSUs vested on November 20, 2025 and approximately 1/12th of the RSUs vest over 11 quarters thereafter, subject to continued service through each vesting date. |

  122. Outstanding Equity Awards at 2025 Year-End

    | (9) Represents shares of our Class A common stock subject to a stock option granted pursuant to the terms and conditions of our 2017 Plan and award agreement thereunder. The shares of our Class A common stock underlying the option are fully-vested. |

  123. Outstanding Equity Awards at 2025 Year-End

    | (10) Represents shares of our Class A common stock subject to awards of RSUs pursuant to the terms and conditions of our 2020 Plan and award agreement thereunder. The remaining unvested RSUs vest in equal quarterly installments through February 20, 2026, subject to the participant’s continued service through each vesting date. |

  124. Outstanding Equity Awards at 2025 Year-End

    | (11) Represents shares of our Class A common stock subject to PSUs granted in April 2023 under our 2020 Plan. The number of shares in the “Number of Unearned Shares, Units or Other Rights that Have Not Vested” column represents the number of PSUs eligible to vest after the LDCC certified performance of these PSUs in February 2025 based on the Company’s performance against predetermined bookings and Covenant Adjusted EBITDA metrics. 50% of the PSUs that were eligible to vest vested on February 10, 2025 and the remaining PSUs will vest on April 13, 2026, subject to the terms and conditions of the award agreement. |

  125. Outstanding Equity Awards at 2025 Year-End

    | (12) Represents shares of our Class A common stock subject to an award of RSUs pursuant to the terms and conditions of our 2020 Plan and award agreement thereunder. 39,702 of the RSUs vested on November 20, 2023 and approximately 1/12th of the RSUs vest over each of the 11 quarters thereafter, subject to the participant’s continued service through each vesting date. |

  126. Outstanding Equity Awards at 2025 Year-End

    | (13) Represents shares of our Class A common stock subject to awards of RSUs pursuant to the terms and conditions of our 2020 Plan and award agreement thereunder. 1/12th of the RSUs vested on November 20, 2025 and 1/12th of the RSUs vest quarterly thereafter, subject to the participant’s continued service through each vesting date. |

  127. Outstanding Equity Awards at 2025 Year-End

    | (14) Pursuant to Mr. Bronstein's separation as described in “Executive Resignations” below and the terms of his equity awards, he remained eligible to vest into his outstanding equity awards through his advisory period ended on April 13, 2026. |

  128. Outstanding Equity Awards at 2025 Year-End

    | (15) Mr. Chakravarthy resigned from his employment effective March 6, 2026. All unvested equity awards were forfeited upon termination. |

  129. Outstanding Equity Awards at 2025 Year-End

    | 67 | 2026 Proxy Statement |

  130. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table sets forth information regarding options exercised and stock awards vested and value realized upon vesting, by our NEOs during fiscal year 2025:

  131. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares | | Shares | | | | Acquired on | Value Realized | Acquired on | Value Realized | | Name | Exercise (#) | on Exercise ($) (1) | Vesting (#) | on Vesting ($) (2) | | David Baszucki | 5,880,052 | 475,603,610 | 74,397 | 6,811,132 | | Naveen Chopra | — | — | 39,606 | 3,631,870 | | Michael Guthrie | 850,000 | 92,014,595 | 183,056 | 14,619,178 | | Manuel Bronstein | — | — | 312,635 | 25,040,617 | | Arvind Chakravarthy | — | — | 156,708 | 14,067,815 | | Matt Kaufman | 180,000 | 10,894,936 | 141,960 | 11,951,317 | | Mark Reinstra | 274,000 | 23,091,612 | 166,046 | 13,806,969 |

  132. Option Exercises and Stock Vested in 2025

    | (1) The aggregate value realized upon the exercise of an option represents the difference between the aggregate market price of the shares of our Class A common stock on the exercise date and the aggregate exercise price of the option. |

  133. Option Exercises and Stock Vested in 2025

    | (2) The aggregate value realized upon the vesting of RSUs and PSUs represents the aggregate market price of the shares of our Class A common stock on the vesting date. |

  134. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table provides information about the deferred compensation accounts of our NEOs as of December 31, 2025. All deferrals are under the Company’s Deferred Compensation Plan. For further information on the Deferred Compensation Plan, please see “Board of Directors—Director Compensation—Deferred Compensation Plan” above.

  135. Nonqualified Deferred Compensation

    | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings | Withdrawals/ | Balance | | Name | in Last FY (1) | in Last FY | in Last FY (2) | Distributions | at Last FYE (3) | | Arvind Chakravarthy | $548,750 | — | $187,603 | — | $1,623,330 | | Mark Reinstra | $585,333 | — | $214,742 | — | $1,964,066 |

  136. Nonqualified Deferred Compensation

    | (1) Represents base salary that was deferred. The deferred amounts for such NEOs are included in the “Salary” column of “Summary Compensation Table for Fiscal Year 2025” above. |

  137. Nonqualified Deferred Compensation

    | (2) Represents aggregate earnings in fiscal year 2025 on all contributions made by the NEO, including contributions made prior to fiscal year 2025. There were no above-market or preferential earnings on any contributions under the Deferred Compensation Plan. |

  138. Nonqualified Deferred Compensation

    | (3) Represents the aggregate balance of all contributions and earnings as of December 31, 2025, including contributions and earnings prior to fiscal year 2025. |

  139. Nonqualified Deferred Compensation

    | | 68 |

  140. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Our NEOs are eligible for certain payments and benefits in the event of their termination of employment under specified circumstances. These payments and benefits are described in further detail below. The following table and the narrative that follows provide information concerning the estimated payments and benefits that could be provided in the termination circumstances described below, assuming that the relevant termination took place on December 31, 2025, except for Messrs. Guthrie, Bronstein and Chakravarthy for whom we describe the payments and benefits they actually received in connection with their respective terminations of employment in “Executive Resignations” below.

  141. Potential Payments upon Termination or Change in Control

    | | | Qualifying Termination without | | | | | | | Change in Control | | | | | | | | Value of | | | | | | Cash | Accelerated | | | | | Base | Bonus | Equity | Value of | | | Name | Salary ($) | ($) | Awards ($) (1) | Benefits ($) | Total ($) | | David Baszucki | 1,200,000(2) | — | 62,969,709(4) | 54,621 | 64,224,330 | | Naveen Chopra | 1,102,500 | 2,954,545(3) | 14,441,896(4) | 27,464 | 18,526,405 | | Matt Kaufman | 735,000 | — | 13,798,599(4) | 26,713 | 14,560,312 | | Mark Reinstra | 735,000 | — | 16,929,193(4) | — | 17,664,193 |

  142. Potential Payments upon Termination or Change in Control

    | (1) The aggregate value shown for the acceleration of an RSU and PSU is based on the closing price of our Class A common stock, as reported on the NYSE, of $81.03 on December 31, 2025, multiplied by the number of accelerating RSUs and PSUs. |

  143. Potential Payments upon Termination or Change in Control

    | (2) Based on Mr. Baszucki’s salary as in effect prior to March 2021 when his salary was reduced to $0. |

  144. Potential Payments upon Termination or Change in Control

    | (3) Represents the unpaid portion of the Signing Bonus that Mr. Chopra would have received had he remained employed through the 18-month anniversary of December 31, 2025, and the portion of the Lump Signing Bonus that would have been released from repurchase obligations had he remained employed through the 18-month anniversary of December 31, 2025. |

  145. Potential Payments upon Termination or Change in Control

    | (4) Includes 12 months of accelerated vesting for all outstanding RSUs as of December 31, 2025. The 2023 PSUs are included based on actual performance for the performance period ended December 31, 2024 and pro-rated by a fraction with a numerator equal to the number of completed calendar months between the grant date and December 31, 2025 and a denominator equal to 36, minus shares that already vested. The 2024 PSUs are included based on actual performance for the performance period ended December 31, 2025 and pro-rated by a fraction with a numerator equal to the number of completed calendar months between the grant date and December 31, 2025 and a denominator equal to 36. The 2025 PSUs are included assuming maximum performance and pro-rated by a fraction with a numerator equal to the number of completed calendar months between the grant date and December 31, 2025 and a denominator equal to 36. |

  146. Potential Payments upon Termination or Change in Control

    | | | Qualifying Termination with | | | | | | | Change in Control | | | | | | | | Value of | | | | | | Cash | Accelerated | | | | | Base | Bonus | Equity | Value of | | | Name | Salary ($) | ($) | Awards ($) (1) | Benefits ($) | Total ($) | | David Baszucki | 1,600,000(2) | — | 131,610,385(4) | 54,621 | 133,265,006 | | Naveen Chopra | 1,102,500 | 2,954,545(3) | 25,674,680(4) | 27,464 | 29,759,189 | | Matt Kaufman | 1,102,500 | — | 25,139,558(4) | 26,713 | 26,268,771 | | Mark Reinstra | 1,102,500 | — | 30,947,383(4) | — | 32,049,883 |

  147. Potential Payments upon Termination or Change in Control

    | (1) The aggregate value shown for the acceleration of an RSU and PSU is based on the closing price of our Class A common stock, as reported on the NYSE, of $81.03 on December 31, 2025, multiplied by the number of accelerating RSUs and PSUs. |

  148. Potential Payments upon Termination or Change in Control

    | (2) Based on Mr. Baszucki’s salary as in effect prior to March 2021 when his salary was reduced to $0. |

  149. Potential Payments upon Termination or Change in Control

    | (3) Represents the unpaid portion of the Signing Bonus that Mr. Chopra would have received had he remained employed through the 18-month anniversary of December 31, 2025, and the portion of the Lump Signing Bonus that would have been released from repurchase obligations had he remained employed through the 18-month anniversary of December 31, 2025. |

  150. Potential Payments upon Termination or Change in Control

    | (4) Includes accelerated vesting for all outstanding RSUs and the 2023 PSUs as of December 31, 2025. 200% of the target number of shares underlying the 2024 PSUs are included based on actual performance for the performance period ended December 31, 2025, which was maximum performance. In the event of a change in control, the performance period applicable to the 2025 PSUs would be shortened to end on or before the change in control. The number of 2025 PSUs eligible to vest would be determined based on actual performance through the closing date of the change in control, or if greater, based on the target number of shares. 200% of the target number of shares underlying the 2025 PSUs are included assuming maximum performance for a shortened performance period ended December 31, 2025. |

  151. Potential Payments upon Termination or Change in Control

    | 69 | 2026 Proxy Statement |

  152. Potential Payments upon Termination or Change in Control

    | | | Death | | | | Value of | | | Cash | Accelerated | | | Bonus | Equity | | Name | ($) | Awards ($) (1) | | David Baszucki | — | 71,330,061(2) | | Naveen Chopra | 2,954,545(3) | 25,674,680(2) | | Matt Kaufman | — | 18,240,825(2) | | Mark Reinstra | — | 22,600,401(2) |

  153. Potential Payments upon Termination or Change in Control

    | (1) The aggregate value shown for the acceleration of an RSU and PSU is based on the closing price of our Class A common stock, as reported on the NYSE, of $81.03 on December 31, 2025, multiplied by the number of accelerating RSUs and PSUs. |

  154. Potential Payments upon Termination or Change in Control

    | (2) Includes accelerated vesting for all outstanding RSUs and 2023 PSUs as of December 31, 2025. 100% of the target number of shares underlying the 2024 PSUs and 2025 PSUs are included. |

  155. Potential Payments upon Termination or Change in Control

    | (3) Represents the unpaid portion of the Signing Bonus that Mr. Chopra would have received had he remained employed through the 18-month anniversary of December 31, 2025, and the portion of the Lump Signing Bonus that would have been released from repurchase obligations had he remained employed through the 18-month anniversary of December 31, 2025. |

  156. Change in Control and Severance Agreements

    | ◼ | accelerated vesting and exercisability (as applicable) of outstanding equity awards for 12 months if the NEO has been continuously employed by us for 12 or more months, or accelerated vesting and exercisability (as applicable) of the outstanding equity awards for the number of months the NEO has been employed by us if the NEO has been employed by us for 3 months or more, but less than 12 months. In the case of equity awards that are subject to performance-based vesting, such awards shall be treated in the manner provided in the applicable award agreement. |

  157. Change in Control and Severance Agreements

    | ◼ | 100% accelerated vesting and exercisability (as applicable) of all outstanding equity awards and, in the case of an equity award with performance-based vesting unless otherwise specified in the applicable award agreement governing such award, all performance goals and other vesting criteria generally will be deemed achieved at 100% of target levels. |

  158. Change in Control and Severance Agreements

    Mr. Chopra is additionally entitled to the below benefits if he timely signs and does not revoke a release of claims in our favor:

  159. Change in Control and Severance Agreements

    | ◼ | if he is subject to a Qualifying Termination during his first 18 months of employment, (1) in lieu of the lump sum severance payment equal to 12 months as described above for a Qualifying Termination outside of the change in control period, a lump-sum payment equal to 18 months of his annual base salary as in effect immediately prior to such termination (or if such termination is due to a resignation for good reason based on a material reduction in base salary, then as in effect immediately |

  160. Change in Control and Severance Agreements

    | 71 | 2026 Proxy Statement |

  161. Change in Control and Severance Agreements

    | prior to the reduction) and (2) acceleration of his new hire RSU award equal to the greater of 18 months of vesting from his date of termination or acceleration of equity awards as set forth in his change in control severance agreement; |

  162. Change in Control and Severance Agreements

    | ◼ | if he is subject to a Qualifying Termination or terminates due to death or disability during his first year of employment, any unpaid portion of the Signing Bonus that he would have received had he remained employed through the 18-month anniversary of his termination date; and |

  163. Change in Control and Severance Agreements

    | ◼ | if he is subject to a Qualifying Termination or terminates due to death or disability, any portion of the Lump Signing Bonus that he would have earned had he remained employed through the 18-month anniversary of his termination date is immediately earned and therefore no longer subject to repayment obligations. |

  164. Change in Control and Severance Agreements

    If Mr. Chopra voluntarily terminates his employment for any reason other than good reason before the third anniversary of his employment start date, he is obligated repay to the Company any unearned portion of the Lump Signing Bonus; and if his employment is terminated by the Company for cause before the third anniversary of his employment start date, he is obligated to repay to the Company any unearned but paid portion of the Lump Signing Bonus, net of associated taxes incurred and actually paid. If Mr. Chopra voluntarily terminates his employment with the Company for any reason other than good reason before the first anniversary of his employment start date, he is obligated to repay to the Company any unearned portion of the relocation assistance provided to him, net of any taxes accrued and paid as a result of receipt of the unearned relocation assistance. If any of the amounts provided for under these change in control severance agreements or otherwise payable to our NEOs would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the NEO would be entitled to receive either full payment of benefits under his or her change in control severance agreement or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the NEO. The change in control severance agreements do not require us to provide any tax gross-up payments.

  165. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to provide information regarding the relationship between the annual total compensation of our CEO and the annual total compensation of our median employee (excluding our CEO) for our last completed fiscal year, which ended December 31, 2025: As set forth in the Summary Compensation Table for Fiscal Year 2025, Mr. Baszucki’s annual total compensation for fiscal year 2025 was $24,565,995. Our median employee’s annual total compensation was $394,921, resulting in a CEO pay ratio of approximately 62.2:1. In calculating the CEO pay ratio, the SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported CEO pay ratio may not be comparable to CEO pay ratios reported by other companies due to differences in industries and geographical dispersion, as well as the different estimates, assumptions and methodologies applied by other companies in calculating their CEO pay ratios. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described herein. We identified our employee population as of December 31, 2025, which is a date within the last three months of our last completed fiscal year, including our consolidated subsidiaries. After we identified our employee population, we collected and calculated salary information for the employee population for the twelve months trailing December 31, 2025 as our “consistently applied compensation measure”. We annualized the salaries of the employees that were not employed by the Company for the full twelve months. Finally, we identified the median compensated employee and calculated her or his total compensation consistent with the compensation for our CEO in accordance with SEC rules and as reflected in the Summary Compensation Table for Fiscal Year 2025. We did not exclude any non-U.S. employees in calculating our pay ratio or any employees that became our employees as a result of a business combination or acquisition in 2025. Compensation paid in foreign currency was converted to U.S. dollars using average foreign exchange rates for the three months ending December 31, 2025. In determining the median total compensation of all employees, we did not make any cost-of-living adjustments to the compensation paid to any employee outside of the U.S.

  166. CEO Pay Ratio

    | 73 | 2026 Proxy Statement |

  167. Pay Versus Performance

    Pay Versus Performance In accordance with the SEC’s Pay Versus Performance (“PVP”) disclosure requirements, below is the tabular disclosure for the CEO, and the average NEO for reporting years 2025, 2024, 2023, 2022 and 2021, the year the Company first became a reporting company pursuant to Section 13(a) or Section 15(d) of the Exchange Act.

  168. Pay Versus Performance

    Pay Versus Performance

  169. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 | | | | | | | | Average | | Investment Based on: | | | Company | | | Summary | | Summary | Average | Total | Peer Group | | Selected | | | Compensation | Compensation | Compensation | Compensation | Shareholder | Total | | Measure | | | Table Total | Actually Paid | Table Total for | Actually Paid to | Return | Shareholder | Net Income | Bookings | | Year (1) | for PEO | to PEO (2) | Non-PEO NEOs | Non-PEO NEOs (2) | (“TSR”) | Return (3) | ($Millions) (4) | ($Millions) (5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $24,565,995 | $82,186,349 | $16,392,207 | $20,941,024 | $117 | $260 | $(1,072) | $6,788 | | 2024 | $2,984,326 | $(163,997,031) | $8,799,187 | $17,746,707 | $83 | $210 | $(941) | $4,369 | | 2023 | $2,136,740 | $123,047,077 | $9,615,484 | $12,090,218 | $66 | $153 | $(1,159) | $3,521 | | 2022 | $1,141,723 | $(574,303,416) | $10,820,908 | $(24,933,768) | $41 | $97 | $(934) | $2,872 | | 2021 | $232,786,391 | $744,614,451 | $17,782,544 | $62,958,728 | $148 | $135 | $(503) | $2,726 |

  170. Pay Versus Performance

    | (1) The PVP table reflects required disclosures for fiscal years 2025, 2024, 2023, 2022 and 2021. The Principal Executive Officer (“PEO”) in all reporting years is David Baszucki. The non-PEO NEOs in the 2025 reporting year are Naveen Chopra, Michael Guthrie, Manuel Bronstein, Arvind Chakravarthy, Matt Kaufman and Mark Reinstra. The non-PEO NEOs in the 2024 reporting year are Michael Guthrie, Manuel Bronstein, Arvind Chakravarthy and Mark Reinstra. The non-PEO NEOs in the 2023 reporting year are Michael Guthrie, Manuel Bronstein, Craig Donato, Barbara Messing, Mark Reinstra and Daniel Sturman. The non-PEO NEOs in the 2022 reporting year are Michael Guthrie, Daniel Sturman, Barbara Messing and Mark Reinstra. The non-PEO NEOs in the 2021 reporting year are Michael Guthrie, Daniel Sturman, Manuel Bronstein and Craig Donato. |

  171. Pay Versus Performance

    | (2) “Compensation Actually Paid” (“CAP”) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year. The Company has not paid dividends historically and does not sponsor any pension arrangements; thus no adjustments are made for these items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table: |

  172. Pay Versus Performance

    | | 74 |

  173. Pay Versus Performance

    | | PEO(i)(ii)(iii) | | | | | | Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 | | SCT Total Compensation | $232,786,391 | $1,141,723 | $2,136,740 | $2,984,326 | $24,565,995 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $— | $— | $— | $— | $— | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(232,185,000) | $— | $— | $— | $(22,669,163) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $562,902,500 | $— | $— | $58,132,000 | $54,219,766 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $124,170,175 | $(505,206,983) | $115,919,544 | $— | $22,129,343 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | $— | $1,558,522 | $2,411,267 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $56,940,386 | $(70,238,155) | $4,990,793 | $(6,879) | $1,529,141 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $— | $(226,665,000) | $— | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | $— | $— | $— | | Compensation Actually Paid | $744,614,451 | $(574,303,416) | $123,047,077 | $(163,997,031) | $82,186,349 |

  174. Pay Versus Performance

    | 75 | 2026 Proxy Statement |

  175. Pay Versus Performance

    | | Average Non-PEO NEO(i)(ii)(iii) | | | | | | Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 | | SCT Total Compensation | $17,782,544 | $10,820,908 | $9,615,484 | $8,799,187 | $16,392,207 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $— | $— | $— | $— | $— | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(17,250,250) | $(10,186,779) | $(8,817,183) | $(8,069,693) | $(15,158,308) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $21,196,156 | $4,768,744 | $6,178,511 | $13,755,868 | $13,220,355 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $22,690,135 | $(18,691,504) | $2,310,013 | $2,607,518 | $3,828,726 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $3,744,929 | $1,994,756 | $1,414,874 | $1,280,382 | $2,192,245 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $14,795,214 | $(13,639,893) | $2,299,886 | $(626,572) | $3,383,384 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $(911,367) | $17 | $(2,917,586) | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | $— | $— | $— | | Compensation Actually Paid | $62,958,728 | $(24,933,768) | $12,090,218 | $17,746,707 | $20,941,024 |

  176. Pay Versus Performance

    | (i) For 2022, the fair value of the CEO Long-Term Performance Award and performance stock units used to calculate CAP was determined using a Monte Carlo simulation valuation model, in accordance with FASB ASC Topic 718. The fair value of performance stock units granted in 2023, 2024 and 2025 and RSUs used to calculate CAP was determined using the grant date fair value, in accordance with FASB ASC Topic 718. The grant date fair value of Mr. Baszucki’s awards as stated in our Summary Compensation Table for Fiscal Year 2024 is $0 despite the intended value of the grants being $25 million because the grants were deemed a modification of his Original Founder Long-Term Performance Award for accounting purposes and under FASB ASC Topic 718, as of March 1, 2024, we were not required to record any incremental fair value in connection with the modification. |

  177. Pay Versus Performance

    | (ii) The fair value of option awards used to calculate CAP was determined using the Black-Scholes option pricing model. |

  178. Pay Versus Performance

    | (iii) | Due to rounding, the total Compensation Actually Paid may not be the precise value obtained by adding and subtracting the numbers in the column. |

  179. Pay Versus Performance

    | (3) The peer group index is comprised of the S&P 500 Information Technology Index, which is the industry line peer group reported in our Annual Report on Form 10-K filed with the SEC on February 11, 2026. |

  180. Pay Versus Performance

    | (4) Represents the Company's consolidated net loss, which includes the loss attributable to its noncontrolling interest. |

  181. Pay Versus Performance

    | (5) The Company selected financial measure, as required by Item 402(v) of Regulation S-K, is bookings, which, in our assessment, represents the most important financial measure linking 2025 NEO Compensation Actually Paid to Company performance. |