Roblox (RBLX) risk factors, FY2025 10-K

Roblox's FY2025 10-K, filed Feb 11, 2026, lists 46 risk factors in 6 groups. Against the prior year's 47: 5 new, 6 dropped, 27 substantially reworded.

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Risk factors listed
466 groups
New this year
5vs 47 last year
Dropped
6since the prior 10-K
Substantially reworded
27of those kept
Section length
33k wordsItem 1A

What the changes say

  • Roblox highlights Nevada reincorporation, a jury-trial waiver, generative AI, and expanded litigation and regulatory exposure.
  • Growth may be less durable as viral experiences fade; monetization, creators, payments, and global rules remain central.
  • Tax exposure now includes OBBBA, while payment regulation increasingly focuses on younger users.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business

    We have experienced rapid growth at times, in part due to the virality of certain experiences on our Platform, and our growth rates may not be indicative of our future growth or the growth of our market

    Viral experiences, COVID-19 effects, and gift-card partnerships can create temporary growth that fades, making future bookings and user growth difficult to predict.

  • NewRisks Related to Our Business

    We are subject to numerous legal proceedings that are costly and time-consuming to defend and could harm our business, financial condition, or results of operations

    Roblox faces costly global litigation and regulatory scrutiny spanning privacy, safety, consumer protection, AI, human trafficking, governance, and other claims.

  • NewRisks Related to Our Business

    The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business

    Losing CEO and founder David Baszucki or other key personnel could disrupt strategy, operations, employee morale, and investor confidence.

  • NewRisks Related to Our Business

    Our continued success significantly depends on our ability to effectively navigate the integration of rapidly evolving technologies such as generative AI into our business and address their impact on our threat landscape

    Roblox must adopt generative AI and other technologies quickly without increasing threats or alienating creators and users.

  • NewRisks Related to Ownership of our Class A Common Stock

    Our articles of incorporation include a jury trial waiver that could limit the ability of our stockholders to bring or demand a jury trial for internal actions

    Nevada articles of incorporation waive jury trials for certain internal stockholder actions, though enforceability has not been tested in court.

Dropped

  • DroppedRisks Related to Our Business

    We experienced rapid growth in prior periods, and our prior growth rates may not be indicative of our future growth or the growth of our market

  • DroppedRisks Related to Our Business

    We rely on third-party distribution channels and third-party payment processors to facilitate purchases by our Platform users. If we are unable to maintain a good relationship with such providers, if their terms and conditions change, or fail to process or ensure the safety of users’ payments, our business will suffer

  • DroppedRisks Related to Our Business

    Introduction of new technology could harm our business and results of operations

  • DroppedRisks Related to Government Regulations

    Any developments or changes in federal, state, or international tax laws or tax rulings could adversely affect our compliance costs, effective tax rate, and our operating results

    Prior rapid growth driven partly by COVID-19 lockdowns was unsustainable and had moderated in most markets.

  • DroppedRisks Related to Ownership of our Class A Common Stock

    This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act, or any other claim for which the U.S. federal courts have exclusive jurisdiction

  • DroppedGeneral Risks

    Any legal proceedings or claims against us could be costly and time-consuming to defend and could harm our reputation regardless of the outcome

    Dependence on third-party app stores, distribution channels, and payment processors for Robux and other purchases.

Reworded

  • 87% rewrittenRisks Related to Our Business

    We depend on our creators to create digital content that our users find compelling, and if we fail to properly incentivize our creators to develop and monetize content, our business will suffer

    The risk now refers only to creators, not developers, and changes compensation wording from earning Robux to accumulating Robux before fiat payment.

    Was: We depend on our developers to create digital content that our users find compelling, and if we fail to properly incentivize our developers and creators to develop and monetize content, our business will suffer

  • 81% rewrittenRisks Related to Our Business

    If we are unable to further monetize our Platform and user base, our business will suffer

    The focus shifts from content quality and competitive engagement to converting users into paying customers and monetizing less-profitable markets.

    Was: If we are unable to successfully grow our user base, compete effectively with other platforms, and further monetize our Platform, our business will suffer

  • 81% rewrittenRisks Related to Our Business

    We are subject to laws and regulations worldwide that are constantly evolving, which could increase our costs or adversely affect our business, including preventing our ability to operate our Platform in certain jurisdictions

    The regulatory list adds user-generated content, social media, illegal content, and payments regulation while removing some previously named areas.

    Was: We are subject to laws and regulations worldwide, many of which are unsettled and still developing, which could increase our costs or adversely affect our business, including preventing our ability to operate our Platform in certain jurisdictions

  • 79% rewrittenRisks Related to Ownership of our Class A Common Stock

    Nevada law and provisions in our articles of incorporation and bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the market price of our Class A common stock

    The risk now reflects Nevada law after reincorporation, including a two-year interested-stockholder restriction instead of Delaware’s former three-year framework.

    Was: Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the market price of our Class A common stock

  • 76% rewrittenRisks Related to Government Regulations

    Changes in tax laws and unclaimed property audits by governmental authorities could have a material adverse effect on our business, cash flow, results of operations, or financial conditions

    The update adds the 2025 OBBBA and changes highlighted digital-services-tax jurisdictions, including Italy replacing Canada.

  • 72% rewrittenRisks Related to Intellectual Property

    We use open source software as part of, and in connection with certain experiences on, our Platform, which may pose particular intellectual property and security risks to and could have a negative impact on our business

    The update emphasizes that licensors may change terms, making software incompatible with Roblox’s business model and undermining monetization and intellectual-property protection.

  • 71% rewrittenRisks Related to Our Business

    Our business is affected by seasonal demands, and our financial condition and results of operations will fluctuate from quarter to quarter, which makes our financial results difficult to predict and may not fully reflect our underlying performance

    The update removes specific holiday examples and emphasizes differing school-holiday timing worldwide as a source of quarterly fluctuations.

  • 69% rewrittenRisks Related to Government Regulations

    Legal and regulatory restrictions on virtual currencies like Robux, prepaid gift cards, and payment-related activities may adversely affect our Platform, experiences, and virtual items on our Platform, which may negatively impact our revenue, bookings, business, and reputation

    The focus shifts toward growing payment-regulation scrutiny involving younger users, money transmission, KYC, sanctions screening, and financial-institution rules.

  • 67% rewrittenRisks Related to Our Business

    We rely on Amazon Web Services for a portion of our cloud infrastructure in certain areas, and as a result any disruption of AWS would negatively affect our operations and significantly harm our business

  • 64% rewrittenRisks Related to Our Business

    We depend on effectively operating with third-party operating systems, hardware, and networks that may make changes affecting our operating costs, as well as our ability to maintain our Platform, which would hurt our business

    Was: We depend on effectively operating with third-party operating systems, hardware, and networks that may make changes affecting our operating costs, as well as our ability to maintain our Platform which would hurt our ability to operate our business

  • 64% rewrittenRisks Related to Our Business

    The success of our business model is contingent upon maintaining a strong reputation and brand, including our ability to provide a safe online environment for our users, many of whom are children, to experience, and if we are not able to provide such an environment, our business will suffer dramatically

  • 59% rewrittenRisks Related to Our Business

    If we fail to retain users or add new users, or if our users decrease their level of engagement with our Platform, our revenue, bookings, and operating results will be harmed

    Was: If we fail to retain users or add new users, or if our users decrease their level of engagement with our Platform, revenue, bookings, and operating results will be harmed

  • 53% rewrittenRisks Related to Our Business

    The popularity of our Lua-based scripting language is a key driver of content creation and engagement with our Platform, and if other programming languages or platforms become more popular with our creators, it may affect engagement with and content creation for our Platform

    Was: The popularity of our Lua scripting language is a key driver of content creation and engagement with our Platform, and if other programming languages or platforms become more popular with our developers, it may affect engagement with and content creation for our Platform

  • 50% rewrittenRisks Related to Our Business

    Our user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may significantly harm and negatively affect our reputation and our business

  • 48% rewrittenRisks Related to Our Business

    We have a history of net losses and we may not be able to achieve or maintain profitability in the future

  • 45% rewrittenRisks Related to Our Business

    The operation of our Platform outside the United States exposes us to risks inherent in international operations

    Was: The expansion of our Platform outside the United States exposes us to risks inherent in international operations

  • 39% rewrittenRisks Related to Our Business

    Security compromises of our Platform, our private information, and our users’ private information could disrupt our internal operations and harm public perception of our Platform, which could cause our business and reputation to suffer

    Was: If the security of our Platform is compromised, it could compromise our and our developers’, creators’, and users’ private information, disrupt our internal operations, and harm public perception of our Platform, which could cause our business and reputation to suffer

  • 38% rewrittenGeneral Risks

    Our operations are subject to the effects of changing inflation rates and volatile global economic conditions

  • 38% rewrittenGeneral Risks

    Catastrophic events may disrupt our business

  • 38% rewrittenRisks Related to Our Business

    We plan to continue to make acquisitions and investments in other companies, which could require significant management attention, disrupt our business, dilute our stockholders, and significantly harm our business

  • 37% rewrittenRisks Related to Our Business

    Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited, which could significantly harm our business

    Was: Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited, each of which could significantly harm our business

  • 29% rewrittenRisks Related to Ownership of our Class A Common Stock

    The market price of our Class A common stock has fluctuated and could decline regardless of our operating performance

    Was: The public trading price of our Class A common stock is volatile and could decline regardless of our operating performance

  • 24% rewrittenRisks Related to Ownership of our Class A Common Stock

    We do not expect to pay dividends or other distributions in the foreseeable future

    Was: We do not expect to pay dividends in the foreseeable future

  • 23% rewrittenRisks Related to Intellectual Property

    Claims by others that we infringe their proprietary technology or other rights, the activities of our users, or the content of the experiences on our Platform could subject us to liability and harm our business

  • 23% rewrittenRisks Related to Our Business

    Some creators and users on our Platform may make unauthorized, fraudulent, or illegal use of Robux and other digital goods or experiences on our Platform, including by use of unauthorized third-party websites or “cheating” programs

    Was: Some developers, creators, and users on our Platform may make unauthorized, fraudulent, or illegal use of Robux and other digital goods or experiences on our Platform, including through unauthorized third-party websites or “cheating” programs

  • 22% rewrittenRisks Related to Our Business

    We may not realize the benefits expected through our China joint venture

  • 21% rewrittenRisks Related to Government Regulations

    We are subject to various governmental export control, trade sanctions, and import laws and regulations that require our compliance and may subject us to liability if we violate these controls

All 46 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business

  1. 01We have a history of net losses and we may not be able to achieve or maintain profitability in the future48% rewritten
  2. 02Our business is affected by seasonal demands, and our financial condition and results of operations will fluctuate from quarter to quarter, which makes our financial results difficult to predict and may not fully reflect our underlying performance71% rewritten
  3. 03We are subject to laws and regulations worldwide that are constantly evolving, which could increase our costs or adversely affect our business, including preventing our ability to operate our Platform in certain jurisdictions81% rewritten
  4. 04We have experienced rapid growth at times, in part due to the virality of certain experiences on our Platform, and our growth rates may not be indicative of our future growth or the growth of our marketNew
  5. 05We depend on effectively operating with third-party operating systems, hardware, and networks that may make changes affecting our operating costs, as well as our ability to maintain our Platform, which would hurt our business64% rewritten
  6. 06The success of our business model is contingent upon maintaining a strong reputation and brand, including our ability to provide a safe online environment for our users, many of whom are children, to experience, and if we are not able to provide such an environment, our business will suffer dramatically64% rewritten
  7. 07We are subject to numerous legal proceedings that are costly and time-consuming to defend and could harm our business, financial condition, or results of operationsNew
  8. 08If we fail to retain users or add new users, or if our users decrease their level of engagement with our Platform, our revenue, bookings, and operating results will be harmed59% rewritten
  9. 09We depend on our creators to create digital content that our users find compelling, and if we fail to properly incentivize our creators to develop and monetize content, our business will suffer87% rewritten
  10. 10If we are unable to further monetize our Platform and user base, our business will suffer81% rewritten
  11. 11The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our businessNew
  12. 12The lack of comprehensive encryption for communications on our Platform may increase the impact of a security breach or incident
  13. 13Security compromises of our Platform, our private information, and our users’ private information could disrupt our internal operations and harm public perception of our Platform, which could cause our business and reputation to suffer39% rewritten
  14. 14The operation of our Platform outside the United States exposes us to risks inherent in international operations45% rewritten
  15. 15If we are not successful in our efforts to develop virtual platform-wide events or live experiences on our Platform, our business could suffer
  16. 16Our continued success significantly depends on our ability to effectively navigate the integration of rapidly evolving technologies such as generative AI into our business and address their impact on our threat landscapeNew
  17. 17Our user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may significantly harm and negatively affect our reputation and our business50% rewritten
  18. 18We rely on suppliers for data center capacity and certain components of the equipment we use to operate our Platform and any disruption in the availability of data center capacity or components could delay our ability to expand or increase the capacity of our Platform or replace defective equipment
  19. 19Some creators and users on our Platform may make unauthorized, fraudulent, or illegal use of Robux and other digital goods or experiences on our Platform, including by use of unauthorized third-party websites or “cheating” programs23% rewritten
  20. 20We focus our business on our creators and users, and acting in their interests in the long term may conflict with the short-term expectations of analysts and investors
  21. 21The popularity of our Lua-based scripting language is a key driver of content creation and engagement with our Platform, and if other programming languages or platforms become more popular with our creators, it may affect engagement with and content creation for our Platform53% rewritten
  22. 22We rely on Amazon Web Services for a portion of our cloud infrastructure in certain areas, and as a result any disruption of AWS would negatively affect our operations and significantly harm our business67% rewritten
  23. 23Our business and results of operations are affected by fluctuations in currency exchange rates
  24. 24We plan to continue to make acquisitions and investments in other companies, which could require significant management attention, disrupt our business, dilute our stockholders, and significantly harm our business38% rewritten
  25. 25Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited, which could significantly harm our business37% rewritten
  26. 26Our results of operations may be harmed if we are required to collect sales, value added, or other similar taxes for the purchase of our virtual currency, for the sale of digital content, or purchase of physical goods, between our creators and users
  27. 27We may not realize the benefits expected through our China joint venture22% rewritten
  28. 28We may require additional capital to meet our financial obligations and support business growth, and this capital might not be available on acceptable terms or at all

Risks Related to Government Regulations

  1. 29Legal and regulatory restrictions on virtual currencies like Robux, prepaid gift cards, and payment-related activities may adversely affect our Platform, experiences, and virtual items on our Platform, which may negatively impact our revenue, bookings, business, and reputation69% rewritten
  2. 30We are subject to various governmental export control, trade sanctions, and import laws and regulations that require our compliance and may subject us to liability if we violate these controls21% rewritten
  3. 31Changes in tax laws and unclaimed property audits by governmental authorities could have a material adverse effect on our business, cash flow, results of operations, or financial conditions76% rewritten
  4. 32We are subject to the Foreign Corrupt Practices Act and similar anti-corruption and anti-bribery laws, and anti-money laundering laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations
  5. 33We may incur liability as a result of content published using our Platform or as a result of claims related to content generated by our creators and users, including copyright infringement, and legislation regulating content on our Platform may require us to change our Platform or business practices

Risks Related to Intellectual Property

  1. 34Claims by others that we infringe their proprietary technology or other rights, the activities of our users, or the content of the experiences on our Platform could subject us to liability and harm our business23% rewritten
  2. 35Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses
  3. 36Failure to protect or enforce our intellectual property rights or the costs involved in such enforcement would harm our business
  4. 37We use open source software as part of, and in connection with certain experiences on, our Platform, which may pose particular intellectual property and security risks to and could have a negative impact on our business72% rewritten

Risks Related to Ownership of our Class A Common Stock

  1. 38The market price of our Class A common stock has fluctuated and could decline regardless of our operating performance29% rewritten
  2. 39Nevada law and provisions in our articles of incorporation and bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the market price of our Class A common stock79% rewritten
  3. 40Our articles of incorporation include a jury trial waiver that could limit the ability of our stockholders to bring or demand a jury trial for internal actionsNew
  4. 41We do not expect to pay dividends or other distributions in the foreseeable future24% rewritten

Risks Related to our Indebtedness

  1. 42We may not be able to generate sufficient cash to service our debt and other obligations, including our obligations under the 2030 Notes
  2. 43Our indebtedness could have adverse consequences to us

General Risks

  1. 44If we are unable to maintain effective disclosure and internal controls over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations may be impaired
  2. 45Catastrophic events may disrupt our business38% rewritten
  3. 46Our operations are subject to the effects of changing inflation rates and volatile global economic conditions38% rewritten

Other Roblox 10-Ks

  • FY2024 10-K risk factors
    47 risks

    Roblox’s biggest exposures center on keeping children safe, retaining users and creators, and sustaining its user-generated content ecosystem.

    Filed Feb 18, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.