10-K – 2026-02-13 – roku-20251231.htm

Inventories
The Company’s inventories consist primarily of finished goods and are stated at the lower of cost or net realizable value with cost determined on a first-in, first-out basis. Provisions are made if the cost of the inventories exceeds their net realizable value. The Company evaluates inventory levels for excess and obsolete products, based on its assessment of future demand and market conditions. The Company recognized inventory provisions charged to the Cost of revenue, Devices, of $ 56.5 million, $ 9.5 million, and $ 1.7 million for the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025 and 2024, the ending inventory reserve was $ 29.3 million and $ 28.7 million, respectively.
In addition, the Company records a liability for expected losses on firm, noncancelable, and unconditional purchase commitments with contract manufacturers and suppliers. The Company recorded losses on purchase commitments, recorded in Cost of revenue, devices, of $ 0.7 million, $ 34.3 million, and $ 19.7 million during the years ended December 31, 2025, 2024, and 2023, respectively. The associated liabilities related to the anticipated losses on firm purchase commitments were immaterial as of December 31, 2025 and 2024.
Business Combinations
The Company determines whether a transaction meets the definition of a business combination before applying the acquisition method of accounting to that transaction. The Company recognizes and measures tangible and intangible assets acquired and liabilities assumed based on their acquisition date fair values. The excess of the fair value of purchase consideration over the fair values of identifiable assets and liabilities is recorded as goodwill. The operating results of acquired businesses are included in the Company’s consolidated statements of operations from their acquisition date. Acquisition-related expenses and certain acquisition restructuring and other related charges are recognized separately from the business combination and are expensed as incurred. Contingent consideration classified as a liability is recognized at fair value as of the acquisition date with subsequent fair value adjustments recorded in the consolidated statements of operations.
While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, such estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to consideration transferred, and to the assets acquired and liabilities assumed with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions throughout the measurement period, recording any adjustments to the Company’s preliminary estimates with a corresponding offset to goodwill as necessary. Upon the conclusion of the measurement period or the final determination of the values of consideration transferred, and assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.
Intangible Assets
Intangible assets acquired through business combinations are recorded at their fair values as of the acquisition date. Intangible assets are amortized over their estimated useful lives in proportion to the economic benefits received. The Company evaluates the estimated remaining useful lives of its intangible assets annually and when events or changes in circumstances warrant a revision to the remaining periods of amortization.
Impairment Assessments
The Company evaluates goodwill and indefinite-lived intangible assets, for possible impairment at least annually during the fourth quarter of each fiscal year or more often, if and when circumstances indicate that goodwill or indefinite-lived intangible assets may be impaired. This includes but is not limited to significant adverse changes in the business climate, market conditions, or other events that indicate that it is more likely than not that the fair value of a reporting unit or indefinite lived-intangible asset is less than its carrying value.
The Company reviews long-lived assets, including property and equipment, right-of-use assets, and intangible assets with finite lives for impairment when events or changes in business circumstances indicate that the carrying amount of the asset or asset group may not be recoverable. The Company assesses the recoverability of an asset or asset group based on their estimated undiscounted future cash flows directly associated with their use and eventual disposition. If the asset or asset group is not recoverable, an impairment loss is recognized based on the excess of the carrying amount over the fair value of the asset or asset group.
The Company did not recognize any impairment for goodwill or intangible assets in any of the periods reported.
During the year ended December 31, 2025, the Company recognized an impairment charge of $ 2.9 million for operating lease right-of-use assets associated with the leased office facilities that are part of its restructuring efforts. During the year ended December 31, 2024, the Company recognized an impairment charge of $ 22.6 million for operating lease right-of-use assets and an impairment charge of $ 7.0 million for property and equipment related to a decision to cease the use of certain office facilities and related property and equipment. During the year ended December 31, 2023, the Company recognized an impairment charge of $ 131.6 million for operating lease right-of-use assets and an
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impairment charge of $ 72.3 million for property and equipment related to a decision to sublease and cease the use of certain office facilities and related property and equipment. See Note 18 for additional details.
Content Assets
The Company recognizes content assets (licensed and produced) as Content assets, net on the consolidated balance sheets. For licensed content, the cost per title is capitalized along with a corresponding liability when the license period begins, the content is available for streaming and when the fee is determinable. For produced content, all direct production costs are capitalized. Payment terms for certain licensed content require advanced payments which are reflected in Prepaid expenses and other current assets.
The amortization expense for content assets (licensed and produced) is based on projected usage which results in accelerated or straight-lined patterns depending on the nature of the content. Projected usage is mainly based on historical and projected viewing patterns. Amortization of content assets is included in Cost of revenue, platform in the consolidated statements of operations.
Content assets (licensed and produced) are primarily monetized together as a unit, referred to as a film group. The film group is evaluated for impairment whenever an event occurs, or circumstances change, indicating the fair value is less than the carrying value. The Company reviews various qualitative factors and indicators to assess whether the film group is impaired. The Company did not recognize any impairment of content assets during the years ended December 31, 2025 and December 31, 2024. During the year ended December 31, 2023, the Company recognized impairment charges of $ 65.5 million related to restructuring activities. See Note 18 for additional details.
Revenue Recognition
Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company’s contracts include various products or services or a combination of both, which are generally capable of being distinct and are accounted for as separate performance obligations. The Company’s contracts often contain multiple distinct performance obligations.
The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract which may include fixed consideration or variable consideration. At the inception of each arrangement, the Company evaluates the likelihood that the payments will be collected. When arrangements have variable consideration, the Company utilizes the expected value method to estimate the amount expected to be received. The amount of variable consideration that is included in the transaction price is constrained to the extent that it is probable a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The estimate of the variable consideration is based on the assessment of historical, current, and forecasted performance noted and expected from the performance obligation.
In arrangements with multiple performance obligations, the estimated transaction price of each contract is allocated to each distinct performance obligation based on relative stand-alone selling price (“SSP”). For performance obligations routinely sold separately, the Company determines SSP based on prices charged to customers for individual products in consideration with historical and expected discounting practices, the size, and volume of transactions, geographic location, and go-to-market strategy. For those performance obligations that are not routinely sold separately, the Company determines SSP using information that may include market conditions and other observable inputs.
When the Company’s arrangements involve third-party goods and services, it evaluates whether the Company is the principal, and reports revenue on a gross basis, or an agent, and reports revenue on a net basis. In this assessment, the Company considers if it obtains control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price.
Revenue is recorded net of taxes collected from customers which are subsequently remitted to the relevant government authority. The Company does not capitalize any cost associated with contract acquisition because it applies a practical expedient and expenses commissions when incurred as most direct contract acquisition costs relate to contracts that are recognized over a period of one year or less. Sales commissions are included in Sales and marketing expenses in the consolidated statements of operations. The as-invoiced practical expedient is applied when the amount of consideration the Company has a right to invoice corresponds directly with the value to the customer of the entity’s performance completed to date.
Nature of Products and Services
Platform segment:
The Company generates Platform revenue from the sale of digital advertising (including direct and programmatic video advertising, ads integrated into our UI, and related services), as well as streaming services distribution (including subscription and transaction revenue shares, the sale of Premium Subscriptions, and the sale of branded app buttons on remote controls).
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The Company sells digital advertising to advertisers directly or through advertising agencies or third-party demand and supply-side platforms and to content partners for their media and entertainment promotions. Advertising arrangements include video and display advertising delivered through advertising impressions which include multiple performance obligations that are distinct advertising products. For such arrangements, the Company allocates revenue to each distinct performance obligation based on their relative SSP. The Company recognizes revenue either on a gross or net basis for digital advertising based on its determination as to whether it is acting as the principal in the revenue generation process or as an agent. Where the Company is the principal, it controls the advertising inventory before it is transferred to its customers. This is further supported by the Company being primarily responsible to its customers for the fulfillment and having a level of discretion in establishing pricing. The Company recognizes video and display advertising revenues primarily when the ad is delivered.
The Company’s content distribution arrangements within its streaming services distribution activities include cash or non-cash consideration. The content distribution arrangements generally apply to new subscriptions for accounts that sign up for new services and at the time of a movie rental or purchase. Revenue is recognized on a net basis as the Company is deemed to be the agent between content partners and end users. Revenue is recognized on a time elapsed basis, by day, as the services are delivered over the contractual distribution term. Non-cash consideration is usually in the form of advertising inventory, the fair value of which is determined based on relevant internal and third-party data.
The Company sells Premium Subscriptions for premium content on The Roku Channel for varying fees for different content. Revenue from such Premium Subscription fees is recognized on a gross basis over the service period as the Company is deemed to be the principal in the relationship with the end user. The Company obtains control of the content before transferring to the end user and has latitude in establishing pricing. The Company pays fixed fees per subscriber or fixed percentage of revenue share to the providers of premium content on The Roku Channel based on the contractual arrangement and recognizes that in Cost of revenue, platform.
The Company sells branded app buttons on remote controls of streaming devices that provide one-touch access to a content partner’s content. The Company typically receives a fixed fee per button for each unit sold over a defined distribution period. Revenue is recognized on a time elapsed basis, by day, over the distribution term.
Devices segment:
The Company generates Devices revenue from the sale of streaming players, Roku-made TVs, smart home products and services, audio products, and related accessories.
The Company sells the majority of its devices in the U.S. through retailers and distributors as well as through the Company’s website. Devices revenue primarily consists of hardware, embedded software, and unspecified upgrades and updates on a when-and-if available basis. The hardware and embedded software are considered as one performance obligation and revenue is recognized at a point in time when the control transfers to the customer. Unspecified upgrades and updates are available to customers on a when-and-if available basis. The Company records the allocated value of the unspecified upgrades and updates as deferred revenue and recognizes it as Devices revenue ratably on a time elapsed basis over the estimated economic life of the associated products.
The Company’s Devices revenue includes allowances for sales returns and sales incentives in the estimated transaction price. These estimates are based on historical experience and anticipated performance. Shipping charges billed to customers are included in Devices revenue and the related shipping costs are included in Cost of revenue, devices.
Leases
The Company determines if an arrangement contains a lease at its inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, accrued liabilities, and operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future lease payments. The Company takes into consideration its credit rating and the length of the lease when calculating the incremental borrowing rate. The Company considers the options to extend or terminate the lease in determining the lease term when it is reasonably certain to exercise one of the options.
The Company has lease agreements with lease and non-lease components. For its office building leases, the Company has elected to apply the practical expedient and account for the lease and non-lease components as a single lease component for all leases, where applicable. Non-lease components included within the combined component typically represent common area maintenance and utilities, and are variable payments based on actual costs.
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The Company also subleases a portion of its available office space in connection with its restructuring efforts. The subleases are each classified as operating, consistent with their head lease classification. The combined lease and non-lease components are accounted for under Accounting Standards Codification Topic 842, Leases . Lease payments are recognized on a straight-line basis beginning after the commencement date of the sublease, and offset against the related head lease expense within operating expenses.
Fair Value of Financial Instruments
The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies fair value accounting for all assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements. The carrying amounts reported in the consolidated financial statements for cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to their short-term nature. The Company elected to apply the fair value option on its investment in convertible promissory notes and it was measured at fair value on a recurring basis using Level 3 inputs.
Property and Equipment
Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally ranging between 18 months and five years . Leasehold improvements are amortized over the shorter of the lease term or their estimated useful lives, which range from one to eleven years .
The Company capitalizes costs to develop its internal-use software. Costs that relate to the planning and post-implementation phases of development are expensed as incurred. Costs are capitalized when preliminary efforts are successfully completed, management has authorized and committed to funding the project, and it is probable that the project will be completed and will be used as intended. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. Software development costs and the related amortization expenses are not material for any of the periods presented.
Deferred Revenue
The Company’s deferred revenue reflects fees billed or received in advance of revenue recognition from products or services. Deferred revenue is recognized as revenue when transfer of control to customers has occurred. Deferred revenue balances primarily consist of the amount of Devices revenue allocated to unspecified upgrades and updates on a when-and-if available basis, and advance billings to and payments from advertisers and content partners, where performance obligations are not yet fulfilled. Deferred revenue expected to be realized within one year is classified as a current liability and the remaining is recorded as a non-current liability.
Advertising Expenses
Advertising expenses are recognized when incurred and are included in Sales and marketing expense in the consolidated statements of operations. The Company incurred advertising expenses of $ 28.8 million, $ 9.7 million, and $ 3.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Stock-Based Compensation
The Company measures compensation expense for all stock-based awards, including restricted stock units and stock options granted to employees, based on the estimated fair value of the award on the date of grant. For restricted stock units, the grant date fair value is based on the closing market price of the Company’s Class A common stock on the date of grant. The fair value of each stock option is estimated using the Black-Scholes option pricing model. The Company accounts for forfeitures as they occur. Stock-based compensation is recognized on a straight-line basis over the requisite vesting period.
The Black-Scholes option pricing model used to fair value stock options include the following assumptions:
• Fair Value of Our Common Stock . The Company uses the closing market price of its Class A common stock as reported on The Nasdaq Global Select Market on the date of grant.
• Expected Term. The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. The Company uses the simplified calculation of the expected term, which reflects weighted-average time to vest and the contractual life of the stock options granted.
• Volatility. The expected volatility is derived from a weighted average of the historical volatility of the Company’s Class A common stock price and the stock price volatilities of several peer companies which are similar in size and/or operational and economic activities.
• Risk-free Rate. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term for each of the Company’s stock options.
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• Dividend Yield. The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock.
Income Taxes
The Company accounts for income taxes using an asset and liability approach. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities using the enacted tax rates. Valuation allowances are established when necessary to reduce deferred tax assets on a more likely than not basis, to the amount that is expected to be realized in the future. The Company recognizes tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company recognizes interest and penalties related to uncertain tax positions as a component of the provision for income taxes.
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires incremental income tax disclosures that increase the transparency and usefulness of income tax disclosures. The updated disclosures primarily require specific categories and greater disaggregation within the rate reconciliation, disaggregation of income taxes paid, and modifications of other income tax-related disclosures. The Company adopted this guidance prospectively effective January 1, 2025. The adoption impacted the presentation and disclosure of income taxes but did not have a material impact on the Company’s consolidated financial statements.
Recent Accounting Pronouncements
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. The guidance is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years on a retrospective, modified, or prospective basis. The Company is currently in the process of evaluating the effects of the new guidance.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets , which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. The guidance is effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years on a prospective basis. The Company is currently in the process of evaluating the effects of the new guidance.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses , which requires additional disclosures of specific expense categories in the notes to the financial statements on an annual and interim basis. The guidance is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027 on a retrospective or prospective basis. The Company is currently in the process of evaluating the effects of the new guidance.

3. REVENUE
The Company’s disaggregated revenue is represented by the two reportable segments discussed in Note 17.
The contract balances include the following (in thousands):

  As of December 31,
  2025 2024
Accounts receivable, net $ 879,871   $ 812,510  
Contract assets (included in Prepaid expenses and other current assets) 995   1,687  
Deferred revenue:

Deferred revenue, current portion $ 120,912   $ 105,718  

Deferred revenue, non-current portion 28,848   25,050  
Total deferred revenue $ 149,760   $ 130,768  

The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets are created when invoicing occurs subsequent to revenue recognition. Contract assets are transferred to accounts receivable when the right to invoice becomes unconditional. The Company’s contract assets are current in nature and are included in Prepaid expenses and other current assets. Contract assets decreased by $ 0.7 million and $ 16.3 million during the years ended December 31, 2025 and 2024, respectively, due to the timing of billing to customers.
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Deferred revenue reflects consideration invoiced prior to the completion of performance obligations and revenue recognition. Deferred revenue increased by $ 19.0 million and $ 4.0 million during the years ended December 31, 2025 and 2024 , respectively, primarily due to timing of fulfillment of performance obligations related to advertising arrangements, growth in Premium Subscriptions, and a business combination. See Note 4 for additional details.
Revenue recognized during the year ended December 31, 2025 from amounts included in total deferred revenue as of December 31, 2024 was $ 87.2 million. Revenue recognized during the year ended December 31, 2024 from amounts included in total deferred revenue as of December 31, 2023 was $ 102.2 million.
Revenue allocated to remaining performance obligations represents estimated contracted revenue that has not yet been recognized which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. Remaining performance obligations exclude contracts with original expected terms of one year or less. Estimated contracted revenue for these remaining performance obligations was $ 978.3 million as of December 31, 2025, of which the Company expects to recognize approximately 54 % over the next 12 months and the remainder thereafter.
Revenue recognized from performance obligations that were satisfied in previous periods due to changes in the estimated transaction price of the Company’s revenue contracts was not significant during the year ended December 31, 2025. The Company recognized $ 18.2 million of revenue during the year ended December 31, 2024 from performance obligations that were satisfied in previous periods due to changes in the estimated transaction price of the Company’s revenue contracts.
Customer J accounted for 11 % and 10 % of total net revenue for the years ended December 31, 2025 and 2024, respectively. Customer I accounted for 11 % of total net revenue for the year ended December 31, 2023.

4. BUSINESS COMBINATION

On May 9, 2025 (the “Acquisition Date”), the Company acquired all of the outstanding shares of Frndly TV, Inc. (“Frndly TV”), a subscription streaming service that offers live TV, on-demand video, and cloud-based DVR for an affordable price. The total purchase consideration (the “Purchase Consideration”) was $ 169.8 million, consisting primarily of cash of $ 103.6 million and the fair value of contingent consideration of $ 65.8 million. The acquisition supports the Company’s focus on growing Platform revenue and Roku-billed subscriptions.
The Company will pay contingent consideration of up to $ 75.0 million in cash upon the achievement of certain performance metrics and milestones over the two years following the Acquisition Date. See Note 9 to the consolidated financial statements for details on the fair value of the contingent consideration.
The Company incurred $ 3.6 million in acquisition-related expenses and has recorded them in General and administrative expenses in the consolidated statements of operations.
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The allocation of the Purchase Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values at the Acquisition Date and is as follows (in thousands):

Estimated Fair Value
Assets Acquired
Cash and cash equivalents $ 8,481  
Accounts receivable 5,610  
Prepaid expenses and other assets 432  

Operating lease right-of-use asset 640  
Intangible assets 46,000  
Goodwill 147,887  

Total assets acquired 209,050  
Liabilities Assumed
Accounts payable 5,986  
Accrued liabilities 9,918  
Deferred revenue 16,956  
Operating lease liability 358  
Deferred tax liability 6,031  
Total liabilities assumed 39,249  
Total Purchase Consideration $ 169,801  

The excess of the total Purchase Consideration over the tangible assets, intangible assets, and liabilities assumed is recorded as goodwill. Goodwill is primarily attributable to expected synergies and economies of scale expected from combining the operations of Roku and Frndly TV. The goodwill recorded is not deductible for tax purposes.
The valuation of the intangible assets acquired from Frndly TV along with their estimated useful lives at the Acquisition Date, is as follows (in thousands, except years):

Estimated Fair Value Estimated Weighted-Average Useful Lives
(in years)
Customer relationships $ 32,000   7.3
Tradename 14,000   5.0
Estimated fair value of acquired intangible assets $ 46,000   6.6

The operations of Frndly TV are included in the Company’s operating results beginning on the Acquisition Date. Historical and pro forma disclosures are not required given the size of Frndly TV relative to the Company.

5. GOODWILL AND INTANGIBLE ASSETS
Goodwill
Goodwill represents the excess of purchase consideration in a business combination over the fair value of tangible and intangible assets acquired net of the liabilities assumed. All goodwill relates to the Platform segment.
The following table reflects the changes in the carrying value of goodwill (in thousands):

Carrying Value
Balance as of December 31, 2024 $ 161,519  
Frndly TV acquisition (see Note 4) 147,887  
Balance as of December 31, 2025 $ 309,406  

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Intangible Assets
The following tables summarize the Company’s intangible assets for the periods presented (in thousands, except years):

As of December 31, 2025
Gross
Carrying
Amount Accumulated
Amortization
Net
Carrying
Amount Weighted-Average Useful Lives
(in years)
Developed technology $ 73,367   $ ( 71,138 ) $ 2,229   5.9
Customer relationships 46,100   ( 22,995 ) 23,105   6.3
Tradename 34,400   ( 11,832 ) 22,568   7.9
Patents 4,076   ( 1,771 ) 2,305   14.0
Total Intangible assets $ 157,943   $ ( 107,736 ) $ 50,207   6.7

As of December 31, 2024

  Gross
Carrying
Amount Accumulated
Amortization
Net
Carrying
Amount Weighted-Average Useful Lives
(in years)
Developed technology $ 73,367   $ ( 60,896 ) $ 12,471   5.9
Customer relationships 14,100   ( 14,100 ) —   4.0
Tradename 20,400   ( 7,966 ) 12,434   9.8
Patents 4,076   ( 1,480 ) 2,596   14.0
Total Intangible assets $ 111,943   $ ( 84,442 ) $ 27,501   6.7

The Company amortizes the fair value of intangible assets over their estimated useful lives in proportion to the economic benefits received. Amortization expense related to intangible assets was approximately $ 23.3 million, $ 14.2 million, and $ 17.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.
The Company recorded amortization of developed technology in Cost of revenue, platform for the years ended December 31, 2025 and 2024. The Company recorded amortization of developed technology in Cost of revenue, platform and Research and development for the year ended December 31, 2023. The Company recorded amortization of customer relationships and tradename in Sales and marketing expenses, and recorded amortization of patents in General and administrative expenses in the consolidated statements of operations for all periods presented.
As of December 31, 2025, the estimated future amortization expense for intangible assets for the next five years and thereafter is as follows (in thousands):

Year Ending December 31,  
2026 $ 14,698  
2027 10,507
2028 8,419
2029 7,257
2030 4,884
Thereafter 4,442
Total $ 50,207  

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6. BALANCE SHEET COMPONENTS
Accounts Receivable, net : Accounts receivable, net consisted of the following (in thousands):

  As of December 31,
  2025 2024
Accounts receivable, gross $ 960,319   $ 885,167  
Less: Allowances
Allowance for sales returns 4,539   6,427  
Allowance for sales incentives 70,839   63,367  
Allowance for credit losses 3,073   1,895  
Other allowances 1,997   968  
Total allowances 80,448   72,657  
Accounts receivable, net $ 879,871   $ 812,510  

Property and Equipment, net : Property and equipment, net consisted of the following (in thousands):

  As of December 31,
  2025 2024
Computers and equipment $ 51,699   $ 51,741  
Leasehold improvements 284,748   286,585  
Internal-use software 5,904   5,916  
Office equipment and furniture 36,075   35,691  
Property and equipment, gross 378,426   379,933  
Less: Accumulated depreciation and amortization ( 204,849 ) ( 166,243 )
Property and equipment, net $ 173,577   $ 213,690  

Depreciation and amortization expense for property and equipment assets was approximately $ 45.6 million, $ 48.5 million, and $ 53.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.
There were no impairment charges related to property and equipment during the year ended December 31, 2025. During the years ended December 31, 2024 and 2023, the Company recorded impairment charges of $ 7.0 million and $ 72.3 million, respectively, related to property and equipment associated with the leased office facilities that are part of its restructuring efforts. See Note 18 for additional details.
Accrued Liabilities : Accrued liabilities consisted of the following (in thousands):

  As of December 31,
  2025 2024
Revenue share payable $ 311,488   $ 267,163  
Accrued cost of revenue 173,171   149,135  
Marketing, retail, and merchandising expenses
95,887   112,001  
Operating lease liability, current 87,425   79,221  
Accrued legal and licensing expenses 68,843   33,625  
Content liability, current 42,158   69,710  
Contingent consideration, current 28,110   —  
Other accrued expenses 150,901   141,944  
Total Accrued liabilities
$ 957,983   $ 852,799  

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Deferred Revenue : Deferred revenue consisted of the following (in thousands):

  As of December 31,
2025 2024
Platform, current $ 64,107   $ 75,026  
Devices, current 56,805   30,692  
Total deferred revenue, current 120,912   105,718  
Platform, non-current 1,499   —  
Devices, non-current 27,349   25,050  
Total deferred revenue, non-current 28,848   25,050  
Total Deferred revenue $ 149,760   $ 130,768  

Other Long-term Liabilities : Other Long-term liabilities consisted of the following (in thousands):

As of December 31,
2025 2024
Content liability, non-current $ 5,078   $ 18,453  
Contingent consideration, non-current 40,006   —  
Other long-term liabilities 28,172   22,485  
Total Other long-term liabilities $ 73,256   $ 40,938  

7. CONTENT ASSETS
Content assets, net consisted of the following (in thousands):

As of December 31,
2025 2024
Licensed content, net and advances $ 95,017   $ 152,851  
Produced content:
Released, less amortization 57,808   65,990  
Completed, not released 9,109   23,267  
In production 8,039   7,565  
Total produced content, net 74,956   96,822  
Total Content assets, net and advances $ 169,973   $ 249,673  

Current portion (included in Prepaid expenses and other current assets) $ 2,065   $ 12,352  
Non-current portion $ 167,908   $ 237,321  

Amortization of content assets is included in Cost of revenue, platform in the consolidated statements of operations and is as follows (in thousands):

Years Ended December 31,
2025 2024 2023
Licensed content $ 168,499   $ 161,194   $ 161,633  
Produced content 40,993   45,181   46,219  
Total amortization costs $ 209,492   $ 206,375   $ 207,852  

During the years ended December 31, 2025 and 2024, the Company wrote off $ 13.7 million and $ 23.0 million, respectively, of unamortized costs related to produced content assets that were removed from the content library of The Roku Channel. There were no write-offs for the year ended December 31, 2023.
During the year ended December 31, 2023, the Company recognized an impairment charge of $ 65.5 million related to removing select licensed and produced content from The Roku Channel as part of its restructuring efforts. See Note 18 for additional details. The Company did not recognize any impairment of content assets during the years ended December 31, 2025 and 2024.
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The following table reflects the expected amortization costs of released licensed and produced content assets, net for the next three years (in thousands):

Years Ended December 31,
2026 2027 2028
Licensed content $ 64,866   $ 15,849   $ 7,255  
Produced content 27,317   16,470   10,832  
Total expected amortization costs $ 92,183   $ 32,319   $ 18,087  

8. STRATEGIC INVESTMENTS
Investment in Convertible Promissory Notes
In June 2022, the Company agreed to provide financing of up to $ 60.0 million in the aggregate in the form of an investment in the convertible promissory notes of a counterparty with whom the Company has a commercial relationship. The convertible promissory notes accrue interest at 5 % per annum. The Company’s investment consisted of four tranches: (i) Tranche 1 and Tranche 2, maturing on June 15, 2025, with a principal amount of $ 35.0 million and $ 5.0 million, respectively; (ii) Tranche 3, maturing on March 23, 2026, with a principal amount of $ 5.0 million; and (iii) Tranche 4, maturing on May 23, 2026, with a principal amount of $ 5.0 million.
In June 2025, the Company amended the investment agreement, modifying the maturity schedule for Tranche 1. As amended, Tranche 1 was repayable as follows: $ 5.0 million on June 15, 2025, and three equal installments of $ 10.0 million each, repayable on December 31, 2025, March 23, 2026, and May 23, 2026, respectively. The maturity terms for Tranches 2, 3, and 4 were not modified by the amendment. In November 2025, the Company further amended the investment agreement to permit the counterparty to pay the remaining balance of Tranche 1, Tranche 3, and Tranche 4 in a single payment prior to December 31, 2025, and the counterparty fully repaid the convertible promissory notes on December 29, 2025. During the year ended December 31, 2025, the Company received repayment in full from the counterparty totaling $ 50.0 million plus interest.
The convertible promissory notes contained certain redemption features that met the definition of embedded derivatives and required bifurcation. The Company elected to apply the fair value option and account for the hybrid instrument containing the host contract and the embedded derivatives at fair value as a single instrument, with any subsequent changes in fair value included in Other income, net in the consolidated statements of operations. See Note 9 to the consolidated financial statements for additional details on the fair value of the convertible promissory notes.
Investment in Preferred Stock
In September 2024, the Company invested $ 20.0 million in cash in exchange for preferred stock in a privately-held company. The Company elected to apply the measurement alternative for equity securities without readily determinable fair values as there are no quoted market prices for the preferred stock. The investment is measured at cost and adjusted to fair value when there is an observable price change from orderly transactions of identical or similar investments, and assessed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. There were no adjustments recognized in the year ended December 31, 2025. As of December 31, 2025, the carrying value of the investment was $ 20.0 million, and is included within Other non-current assets on the consolidated balance sheet.
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9. FAIR VALUE DISCLOSURE
The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (in thousands):

  As of December 31, 2025

  Fair Value Level 1 Level 2 Level 3
Assets:
Cash and cash equivalents:
Cash $ 1,007,068   $ 1,007,068   $ —   $ —  
Money market funds 580,000   580,000   —   —  
Short-term investments:
Time deposits 730,213   —   730,213   —  
Total assets measured and recorded at fair value $ 2,317,281   $ 1,587,068   $ 730,213   $ —  
Liabilities:
Accrued liabilities:
Contingent consideration $ 28,110   $ —   $ —   $ 28,110  
Other long-term liabilities:
Contingent consideration 40,006   —   —   40,006  
Total liabilities measured and recorded at fair value $ 68,116   $ —   $ —   $ 68,116  

  As of December 31, 2024

  Fair Value Level 1 Level 2 Level 3
Assets:
Cash and cash equivalents:
Cash $ 794,213   $ 794,213   $ —   $ —  
Money market funds 1,366,023   1,366,023   —   —  
Restricted cash, current 403   403   —   —  
Other non-current assets:
Strategic investment - convertible promissory notes 55,225   —   —   55,225  
Total assets measured and recorded at fair value $ 2,215,864   $ 2,160,639   $ —   $ 55,225  

The following table reflects the changes in the fair value of the Company’s convertible promissory notes measured using Level 3 inputs (in thousands):

Years Ended December 31,

2025 2024
Beginning balance $ 55,225   $ 53,816  
Change in estimated fair value 2,940   1,409  
Repayment of principal and interest ( 58,165 ) —  
Ending balance $ —   $ 55,225  

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal market (or most advantageous market, in the absence of a principal market) for the asset or liability in an orderly transaction between market participants at the measurement date. Further, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs in measuring fair value, and utilizes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value.
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The three levels of inputs used to measure fair value are as follows:
Level 1 —Quoted prices in active markets for identical assets or liabilities. Financial assets and liabilities measured using Level 1 inputs include cash, cash equivalents, restricted cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities.
Level 2 —Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means. Financial assets measured using Level 2 inputs include time deposits as of December 31, 2025. The Company did not have any Level 2 instruments as of December 31, 2024.
Level 3 —Unobservable inputs that are supported by little or no market activity, are significant to the fair value of the assets or liabilities and reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
The Company measured its strategic investment in convertible promissory notes using Level 3 inputs. The fair value of the strategic investment in convertible promissory notes on the date of purchase was determined to be equal to its principal amount. The Company recorded $ 2.9 million, $ 1.4 million, and $ 4.3 million in Other income, net related to the change in the fair value of the strategic investment in convertible promissory notes for the years ended December 31, 2025, 2024 and 2023, respectively.
The Company classified the strategic investment in convertible promissory notes as Level 3 due to the lack of relevant observable market data over fair value inputs. The fair value of the strategic investment in convertible promissory notes was estimated using a scenario-based probability weighted discounted cash flow model. Significant assumptions include the discount rate, and the timing and probability weighting of the various redemption scenarios that impact the settlement of the strategic investment in convertible promissory notes.
The contingent consideration is related to the Company’s acquisition of Frndly TV in May 2025 (refer to Note 4). As of the Acquisition Date, the Company measured its contingent consideration using Level 3 inputs. The fair value of the contingent consideration on the Acquisition Date was determined to be $ 65.8 million. The contingent consideration is subsequently remeasured to fair value at each reporting date until the contingency is resolved, with any changes in fair value included in General and administrative expenses in the consolidated statements of operations. The Company recorded an expense of $ 2.3 million in General and administrative expenses related to the change in the fair value of the contingent consideration during the year ended December 31, 2025.
The Company classified the contingent consideration as Level 3 due to the lack of relevant observable market data over fair value inputs. The fair value of the contingent consideration was estimated using a probability weighted discounted cash flow model. Significant assumptions include the probability of achieving certain performance metrics and milestones and the discount rate. The estimated fair value is based upon assumptions believed to be reasonable but which are uncertain and involve significant judgment by management. Favorable or unfavorable changes in expectations of achieving the performance metrics and milestones would result in corresponding increases or decreases in the fair value measurement, while increases or decreases in discount rates would have inverse impacts on the fair value measurement.
Assets and liabilities that are measured at fair value on a non-recurring basis
Non-financial assets such as goodwill, intangible assets, property and equipment, operating lease right-of-use assets, and content assets are evaluated for impairment and adjusted to fair value using Level 3 inputs, only when impairment is recognized.
The Company measured the intangible assets acquired from the Frndly TV acquisition at fair value using Level 3 inputs. The fair value of the customer relationships has been estimated using the multi-period-excess-earnings method. The key valuation assumptions include the Company’s estimates of customer attrition rates, expected future revenue, profit margins, and discount rate. The fair value of the tradename has been estimated using the relief-from-royalty method. The key valuation assumptions include the Company’s estimates of expected future revenue, royalty rate, and discount rate.
During the year ended December 31, 2025, the Company recorded impairment charges of $ 2.9 million related to operating lease right-of-use assets associated with the leased office facilities that are part of its restructuring efforts. During the year ended December 31, 2024, the Company recorded total impairment charges of $ 29.1 million that included $ 22.6 million of operating lease right-of-use assets impairment and $ 7.0 million of property and equipment impairment related to the Company’s restructuring efforts. During the year ended December 31, 2023, the Company recorded total impairment charges of $ 269.4 million that included $ 131.6 million of operating lease right-of-use assets impairment, $ 72.3 million of property and equipment impairment, and $ 65.5 million of content assets impairment related to the Company’s restructuring efforts. See Note 18 for additional details.
The fair value of the impaired operating lease right-of-use assets and property and equipment were estimated using discounted cash flow models, or the income approach, based on market participant assumptions with Level 3 inputs. The significant assumptions used in estimating fair value include the expected downtime prior to the
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commencement of future subleases, projected sublease income over the remaining lease periods, and discount rates that reflect the level of risk associated with the expected future cash flows. For the licensed and produced content that was removed from The Roku Channel, the net carrying amount of the content assets was written off.

10. LEASES
The Company has entered into operating leases primarily for office real estate. The leases have remaining terms ranging from less than one year to eight years and may include options to extend or terminate the lease. The depreciable life of operating lease right-of-use assets is limited by the expected lease term.
The components of lease expense are as follows (in thousands):

  Years Ended December 31,
  2025 2024 2023
Operating lease expense $ 72,591   $ 70,527   $ 83,060  
Variable lease expense 25,443   22,562   23,331  
Sublease income ( 23,379 ) ( 12,578 ) ( 139 )
Total operating lease expense $ 74,655   $ 80,511   $ 106,252  

Supplemental cash flow information related to leases is as follows (in thousands):

  Years Ended December 31,
  2025 2024 2023
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash outflows from operating leases $ 103,328   $ 92,076   $ 74,278  
Right-of-use assets obtained in exchange for lease obligations:
Operating leases $ 7,714   $ 10,462   $ 40,866  
Decrease in operating lease right-of-use assets due to impairment (See Note 18 for details) $ 2,870   $ 22,618   $ 131,646  

Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate):

  As of December 31,
  2025 2024
Operating lease right-of-use assets $ 260,341   $ 304,505  

Operating lease liability, current (included in Accrued liabilities) 87,425   79,221  
Operating lease liability, non-current 435,899   512,706  
Total operating lease liability $ 523,324   $ 591,927  

Weighted-average remaining term for operating leases (in years) 6.11 7.02
Weighted-average discount rate for operating leases 3.99   % 3.98   %

Future lease payments under operating leases as of December 31, 2025 are as follows (in thousands):

Year Ending December 31, Operating Leases (2)

2026 $ 106,560  
2027 103,494  
2028 100,462  
2029 96,845  
2030 76,446  
Thereafter 110,012  
Total future lease payments 593,819  
Less: imputed interest ( 67,236 )
Less: expected tenant improvement allowance ( 3,259 )
Total (1)
$ 523,324  

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(1) Total lease liabilities include liabilities related to operating lease right-of-use assets which were included in the impairment charges as part of the Company’s restructuring efforts. See Note 18 for additional details.
(2) Non-cancelable sublease proceeds for the fiscal years ending December 31, 2026, 2027, 2028, and 2029 of $ 18.6 million, $ 18.8 million, $ 18.8 million, and $ 12.0 million, respectively, are not included in the table above.
As of December 31, 2025, the Company had approximately $ 1.0 million in commitments relating to operating leases that have not yet commenced.

11. DEBT
On September 16, 2024, the Company entered into a Credit Agreement, by and among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, the lenders and issuing banks party thereto, and with Citibank N.A., as administrative agent (the “Credit Agreement”), which provides for (i) a five-year revolving credit facility in an aggregate principal amount of up to $ 300.0 million, and (ii) an uncommitted increase option of up to an additional $ 300.0 million exercisable upon the satisfaction of certain customary conditions. The Credit Agreement provides for a $ 100.0 million sub-facility for the issuance of letters of credit, and certain existing letters of credit were deemed outstanding under this facility. The Credit Agreement will mature on September 16, 2029. Proceeds from the Credit Agreement may be used for general corporate purposes, including to finance working capital requirements.
The Company’s obligations under the Credit Agreement are secured by substantially all the assets of the Company and its subsidiaries that are guarantors under the Credit Agreement. The Company may prepay, and in certain circumstances, would be required to prepay, loans under the Credit Agreement without payment of a premium. The Credit Agreement also contains customary representations and warranties, customary affirmative and negative covenants, financial covenants requiring the maintenance of a minimum interest coverage ratio and a maximum total net leverage ratio, as well as customary events of default, the occurrence of which could result in amounts borrowed under the Credit Agreement becoming due and payable and remaining commitments terminated prior to its scheduled September 16, 2029 termination date.
Debt issuance costs incurred in connection with the Company’s Credit Agreement, which are recorded in Prepaid expenses and other current assets and Other non-current assets, are amortized over the five-year term and recognized as a component of interest expense in the consolidated statements of operations.
The Company had outstanding letters of credit secured by the Credit Agreement of $ 39.5 million as of December 31, 2025. As of December 31, 2025, the Company had not borrowed against the Credit Agreement, and the Company was in compliance with all of the covenants of the Credit Agreement.

12. STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has 10 million shares of undesignated preferred stock authorized but not issued with rights and preferences determined by the Company’s Board of Directors (the “Board”) at the time of issuance of such shares. As of December 31, 2025 and 2024, there were no shares of preferred stock issued and outstanding.
Common Stock
The Company has two classes of authorized common stock, Class A common stock and Class B common stock. Holders of Class A common stock are entitled to one vote for each share of Class A common stock held on all matters submitted to a vote of stockholders and holders of Class B common stock are entitled to ten votes for each share of Class B common stock held on all matters submitted to a vote of stockholders. Except with respect to voting, the rights of the holders of Class A and Class B common stock are identical. Shares of Class B common stock are voluntarily convertible into shares of Class A common stock at the option of the holder and are generally automatically converted into shares of the Company’s Class A common stock upon sale or transfer. Shares issued in connection with exercises of stock options or vesting of restricted stock units are generally automatically converted into shares of the Company’s Class A common stock.
Stock Repurchase Program
In August 2025, the Company began repurchasing shares of the Company’s Class A common stock under a stock repurchase program approved by the Board pursuant to which the Company is authorized to repurchase up to $ 400  million of the Company’s Class A common stock through December 31, 2026. The program does not obligate the Company to acquire any amount of Class A common stock, and the timing and total amount of share repurchases will depend on general market conditions, the trading price of the Company’s Class A common stock, corporate and regulatory requirements, the availability of funds, other investment opportunities, and other considerations. Repurchases may be executed through open market transactions at prevailing market prices, including pursuant to trading plans that comply with the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or through other means.
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The following table summarizes the share repurchase activity under the Company’s stock repurchase program during the year ended December 31, 2025 (in thousands, except share and per share data):

Total Number of Shares Purchased Average Price Per Share Amount
Third Quarter 567,582   $ 88.10   $ 50,000  
Fourth Quarter 975,294   $ 102.51   $ 99,982  
Total share repurchases 1,542,876   $ 97.21   $ 149,982  

All repurchases were made using cash resources, and shares purchased were immediately retired. As of December 31, 2025, $ 250 million remained available and authorized for repurchases under the stock repurchase program.
Common Stock Reserved for Issuance
As of December 31, 2025, the Company’s common stock reserved for issuance in the future is as follows (in thousands):

Common stock awards granted under equity incentive plans 11,429  
Common stock awards available for issuance under the 2017 Employee Stock Purchase Plan * 5,089  
Common stock awards available for issuance under the 2017 Amended and Restated Equity Incentive Plan 39,032  
Total reserved shares of common stock 55,550  

* The Company has not issued any common stock pursuant to the 2017 Employee Stock Purchase Plan.
Equity Incentive Plans
The Company currently grants equity awards under the Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan became effective September 2017 in connection with the Company’s initial public offering (“IPO”). The 2017 Plan provides for the grant of incentive stock options to the Company’s employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, and other forms of equity compensation to the Company’s employees, directors and consultants. The outstanding equity relates to the 2017 Plan and the 2008 Equity Incentive Plan (“2008 Plan”), a pre-IPO plan. No additional equity grants have been made pursuant to the 2008 Plan subsequent to the IPO.
The equity awards granted under the 2017 Plan vest subject to continuous service. Stock options granted under the 2017 Plan generally are granted at a price per share equivalent to the fair market value on the date of grant. Recipients of incentive stock option grants who possess more than 10 % of the combined voting power of the Company are subject to certain limitations, and incentive stock options granted to such recipients are at a price no less than 110 % of the fair market value at the date of grant.
Restricted Stock Units
Restricted stock unit activity for the year ended December 31, 2025 is as follows (in thousands, except per share data):

  Number of
Shares
  Weighted-Average
Grant Date Fair
Value per Share

Balance as of December 31, 2024 8,657   $ 74.80  
Awarded 3,343   89.29  
Released ( 4,462 ) 84.64  
Forfeited ( 1,209 ) 73.77  
Balance as of December 31, 2025 6,329   $ 75.70  

The aggregate grant date fair value of restricted stock units granted during the years ended December 31, 2025, 2024, and 2023 was $ 298.5 million, $ 265.3 million, and $ 325.0 million, respectively.
The fair value of restricted stock units that vested during the years ended December 31, 2025, 2024, and 2023 was $ 377.6 million, $ 376.8 million, and $ 314.0 million, respectively.
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The unrecognized stock-based compensation expense related to unvested restricted stock units awarded to employees as of December 31, 2025 was $ 414.4 million, which the Company expects to recognize over a weighted-average period of approximately 1.7 years.
Stock Options
Stock option activity for the year ended December 31, 2025 is as follows (in thousands, except years and per share data):

  Number of
Shares
  Weighted-Average
Exercise
Price
Weighted-Average Remaining Contractual Life (Years)   Aggregate
Intrinsic
Value

Balance as of December 31, 2024 5,759   $ 75.24   6.6
Granted 338   89.16  
Exercised ( 921 ) 37.71  
Forfeited and expired ( 76 ) 71.82  
Balance as of December 31, 2025 5,100   $ 82.85   6.0 $ 201,091  

Options exercisable as of December 31, 2025 4,044   $ 87.02   5.4 $ 157,118  

The weighted-average grant date fair value per share of options granted during the years ended December 31, 2025, 2024, and 2023 was $ 52.78 , $ 34.92 , and $ 42.43 , respectively.
The intrinsic value for stock options exercised in the years ended December 31, 2025, 2024, and 2023 was $ 55.3 million, $ 16.4 million, and $ 38.9 million, respectively. Intrinsic value represents the difference between the fair values of the Company’s common stock and the stock options’ exercise price on the date of grant.
As of December 31, 2025, the Company had $ 38.1 million of unrecognized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of approximately 1.5 years.
Stock-based Compensation
The Company measures the cost of employee services received in exchange for an equity award based on the grant date fair value of the award. Stock options granted to employees generally vest over one to four years and have a term of ten years . Restricted stock units generally vest over one to four years . No stock-based compensation was capitalized for the years ended December 31, 2025, 2024, and 2023.
The following table presents the total stock-based compensation expense for the years ended December 31, 2025, 2024, and 2023 (in thousands):

  Years Ended December 31,
  2025 2024 2023
Cost of revenue, platform $ 1,218   $ 1,455   $ 1,478  
Cost of revenue, devices 270   1,373   3,761  
Research and development 136,815   146,673   147,989  
Sales and marketing 127,382   137,556   130,362  
General and administrative 88,484   97,605   86,540  
Total stock-based compensation $ 354,169   $ 384,662   $ 370,130  

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The fair value of stock options granted is estimated on the grant date using the Black-Scholes option-valuation model. The assumptions used to value stock options granted during the years ended December 31, 2025, 2024, and 2023 are as follows:

  Years Ended December 31,
  2025 2024 2023
Expected term (in years) 5.0 - 5.8
5.0 - 6.3
5.0 - 5.8

Risk-free interest rate 3.73 - 4.38 %
3.51 - 4.64 %
3.48 - 4.72 %

Expected volatility 60 - 63 %
62 - 63 %
61 - 63 %

Dividend rate — — —

13. COMMITMENTS AND CONTINGENCIES
Purchase Commitments
The Company has purchase commitments with various parties to purchase products and services such as licensed intellectual property and content, manufacturing supplier agreements, and data center capacity and other goods and services.
The following table presents details of the aggregate future purchase commitments as of December 31, 2025 (in thousands):

Years Ended December 31,
Total 2026 2027 2028 2029 2030 Thereafter
Content $ 189,989   $ 124,320   $ 35,860   $ 20,522   $ 7,059   $ 1,604   $ 624  
Manufacturing 158,436   158,436   —   —   —   —   —  
Other obligations 212,692   106,733   81,835   17,929   6,120   75   —  
Total commitments $ 561,117   $ 389,489   $ 117,695   $ 38,451   $ 13,179   $ 1,679   $ 624  

Contingencies
The Company accounts for loss contingencies, including liabilities for intellectual property licensing and other claims, when it believes such losses are probable and reasonably estimable. These contingencies are reviewed at least quarterly and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel, and other information and events. The resolution of these contingencies and of other legal proceedings can be, however, inherently unpredictable and subject to significant uncertainties.
The Company is, and may become, subject to various lawsuits, stockholder derivative actions, class action lawsuits, individual or mass arbitration proceedings, and other types of legal proceedings, as well as other disputes, claims, and regulatory or governmental inquiries and investigations in the ordinary course of business, relating to commercial, contract, consumer protection, privacy, data protection, intellectual property, tax, employment, corporate governance, and other matters. Although the results of these legal proceedings, disputes, claims, and inquiries and investigations cannot be predicted with certainty, the Company does not believe that the final outcome of any matters that it is currently involved in is reasonably likely to have a material adverse effect on its business, financial condition, or results of operations. Regardless of the outcome, such legal proceedings, disputes, claims, and inquiries and investigations can have an adverse impact on the Company because of legal fees, other litigation costs, and settlement costs, diversion of management resources, reputational harm, and other factors. During the years ended December 31, 2025, 2024, and 2023, the Company did not have any loss contingencies that were material.
Indemnification
In the ordinary course of business, the Company has entered into contractual arrangements which provide indemnification provisions of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements and out of intellectual property infringement claims made by third parties. The Company’s obligations under these agreements may be limited in terms of time or amount, and in some instances, the Company may have recourse against third parties for certain payments. In addition, the Company has entered into indemnification agreements with its directors and certain of its officers that will require it, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers.
It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each agreement. To
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date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the consolidated financial statements.

14. INCOME TAXES
The components of income (loss) before income taxes consisted of the following (in thousands):

  Years Ended December 31,
  2025 2024 2023
United States $ 66,520   $ ( 125,670 ) $ ( 699,114 )
Foreign 27,378   5,712   ( 316 )
Income (loss) before income taxes $ 93,898   $ ( 119,958 ) $ ( 699,430 )

The income tax expense consisted of the following (in thousands):

  Years Ended December 31,
  2025 2024 2023
Current:
Federal $ ( 77 ) $ 5,445   $ 697  
State 1,047   7,746   2,715  
Foreign 7,545   7,667   5,448  
8,515   20,858   8,860  
Deferred:
Federal ( 5,002 ) 233   233  
State ( 591 ) 225   222  
Foreign 2,615   ( 11,888 ) 816  
( 2,978 ) ( 11,430 ) 1,271  
Total income tax expense $ 5,537   $ 9,428   $ 10,131  

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The table below provides the requirements of ASU 2023-09 for 2025 on a prospective basis. See Note 2 for additional details on the adoption of ASU 2023-09.
The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2025 (amounts in thousands, except percentages):

  Year Ended December 31, 2025

  Amount
Percent

U.S. federal income tax at statutory tax rate $ 19,719   21.0   %
State and local income taxes, net of federal income tax effect (1)
( 5,581 ) ( 5.9 )
Foreign tax effects
United Kingdom 1,481   1.6  
Other foreign jurisdictions 2,571   2.7  

Effect of cross-border tax laws
U.S. taxation of foreign disregarded entities ( 1,378 ) ( 1.5 )
Other ( 212 ) ( 0.2 )
Tax credits
Research and development tax credit ( 21,368 ) ( 22.8 )
Other 8   —  
Changes in valuation allowance ( 14,264 ) ( 15.2 )
Nontaxable or nondeductible items
Non-deductible compensation 19,145   20.4  
Tax effects of stock-based compensation ( 8,801 ) ( 9.4 )
Other 2,510   2.7  
Worldwide changes in unrecognized tax benefits 11,045   11.8  
Other adjustments 662   0.7  
Total income tax expense and effective tax rate $ 5,537   5.9   %

(1) The state and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include California, Connecticut, Georgia, New York, and New York City.
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As disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the Company’s effective income tax rate differs from the statutory federal income tax rate as follows:

  Years Ended December 31,
  2024 2023
U.S. federal income tax at statutory rate 21.0   % 21.0   %
U.S. state and local income taxes, net of federal tax benefit ( 4.8 ) ( 0.4 )
Change in valuation allowance ( 12.0 ) ( 23.6 )
Research and development tax credit 28.2   6.8  
Stock-based compensation ( 26.2 ) ( 2.8 )
Meals and entertainment ( 1.0 ) ( 0.2 )
Foreign-Derived Intangible Income Deduction 1.8   0.3  
Foreign rate differential ( 0.5 ) —  
Section 162(m) limitation ( 11.1 ) ( 2.1 )
Provision to return true-up 0.2   0.1  
Change in unrecognized tax benefits 9.4   —  
Discrete tax expense due to intellectual property transfer ( 10.7 ) —  
Other ( 2.2 ) ( 0.5 )
Effective tax rate ( 7.9 ) % ( 1.4 ) %

Significant components of the Company’s deferred income tax assets and liabilities consist of the following (in thousands):

  As of December 31,
  2025 2024
Deferred tax assets:
Net operating loss carryforwards $ 438,036   $ 376,122  
Reserves and accruals 54,716   44,818  
Research and development credits 286,163   258,201  
Operating lease liabilities 146,897   148,126  
Stock-based compensation 34,197   48,585  
Depreciation and amortization 34,692   40,527  
Section 174 capitalization 304,561   393,020  
Other 7,359   9,170  
Total deferred tax assets 1,306,621   1,318,569  
Deferred tax liabilities:
Operating lease right-of-use assets ( 77,910 ) ( 75,966 )
Other ( 1,137 ) ( 4,249 )
Total deferred tax liabilities ( 79,047 ) ( 80,215 )
Valuation allowance ( 1,209,126 ) ( 1,219,225 )
Net deferred tax assets $ 18,448   $ 19,129  

In 2022, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) eliminated the right to deduct research and development expenses for tax purposes in the period the expenses were incurred and instead required all domestic and foreign research and development expenses to be amortized over five and fifteen tax years, respectively. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) allowed for the immediate expensing of domestic research and development expenses effective for tax years beginning in 2025 and the option to accelerate unamortized domestic research and development expenses previously capitalized. As a result of these changes, the Company recognized domestic cash
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savings and a decrease in its effective tax rate due to the research and development provisions, and recorded U.S. current income tax expense of $ 1.0 million for the year ended December 31, 2025.
A valuation allowance must be established for deferred tax assets when it is more likely than not that they will not be realized. As of December 31, 2025, the Company analyzed all available objective evidence, both positive and negative, and believes it is more-likely-than-not that some deferred tax assets will not be realizable. Accordingly, the Company has provided a valuation allowance against its U.S. deferred tax assets. Given the Company's current and anticipated future earnings, the Company believes that there is a reasonable possibility that the valuation allowance against these net deferred tax assets may be reversed within the next twelve to eighteen months. The exact timing and amount of the valuation allowance release are subject to change based on the level of profitability that the Company actually achieves.
As of each reporting date, the Company considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. During the year ended December 31, 2025, the Company recognized a tax benefit of $ 6.0 million related to the release of its valuation allowance against certain U.S. deferred tax assets, which are expected to be utilized based on future reversals of taxable temporary differences related to the acquisition of Frndly TV.
The Company’s U.S. federal and state valuation allowance decreased by $ 10.1 million during the year ended December 31, 2025, and increased by $ 61.3 million and $ 166.0 million during the years ended December 31, 2024 and 2023, respectively. The change in the valuation allowance during the year ended December 31, 2025 is primarily attributable to a decrease in deferred tax assets through the immediate expensing of domestic research and development expenses and the valuation allowance release related to the Frndly TV acquisition for U.S. federal and state tax purposes. The change in the valuation allowance during the years ended December 31, 2024 and 2023 is primarily attributable to an increase in deferred tax assets generated through capitalization of domestic and foreign research and development expenses for U.S. federal and conforming state tax purposes. The Company does not have a foreign valuation allowance for the year ended December 31, 2025. The Company’s foreign valuation allowance decreased by $ 51.9 million and increased by $ 3.5 million during the years ended December 31, 2024, and 2023, respectively. The change in the foreign valuation allowance during the year ended December 31, 2024 is primarily attributable to an increase in deferred tax assets as a result of the valuation allowance release in the Netherlands. The change in foreign valuation allowance during the year ended December 31, 2023 is primarily attributable to an increase in net operating losses. The change in valuation allowance for all years is a charge or benefit to income tax expense.
For federal and state income tax reporting purposes, respective net operating loss carryforwards of $ 1.6 billion and $ 1.4 billion are available to reduce future taxable income. The federal net operating loss carryforwards will begin to expire in 2037, and certain state net operating losses have expired in 2025.
For Brazil, Netherlands, and U.K. income tax reporting purposes, the net operating loss carryforwards of $ 7.7 million, $ 58.4 million, and $ 14.0 million, respectively, are available to reduce future taxable income, if any. Brazil and U.K. net operating losses can be carried forward indefinitely. Netherlands net operating losses can be carried back one year and carried forward indefinitely.
As of December 31, 2025, the Company has research and development tax credit carryforwards of $ 221.4 million and $ 196.2 million for federal and state income tax purposes, respectively. If not utilized, the federal and state carryforwards will begin to expire in 2030 and 2040, respectively.
A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows (in thousands):

  As of December 31,
  2025 2024
Unrecognized tax benefits at beginning of year $ 92,050   $ 88,548  
Gross increase for tax positions of current year 12,830   11,743  

Gross increase for tax positions of prior years 72   4,393  
Gross decrease for tax positions of prior years ( 497 ) ( 12,634 )

Unrecognized tax benefits balance at end of year $ 104,455   $ 92,050  

As of December 31, 2025, $ 4.1 million of the Company's gross unrecognized tax benefits, if recognized, would affect the effective tax rate and $ 100.4 million would result in an adjustment to deferred tax assets with corresponding adjustments to the valuation allowance.
The Company recognizes interest and penalties related to unrecognized tax benefits as a component of its income tax expense. The Company recorded $ 1.1 million and $ 0.9 million of accrued interest and penalties related to uncertain tax positions as of December 31, 2025 and 2024, respectively.
The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and certain foreign jurisdictions. The Company is currently under examination by the IRS for the year ended December 31, 2023. All other tax years remain subject to examination by federal and state authorities. These audits include questioning the timing and
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amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and local tax laws.
The Company will continue to indefinitely reinvest earnings from its foreign subsidiaries unless the earnings are not required to fund ongoing business needs, are not restricted by local laws, and can be repatriated in a tax efficient manner. Substantially all of the unrepatriated earnings were subject to U.S. tax or are exempt as a result of U.S. tax reform and related foreign withholding taxes are minimal.

15. RETIREMENT PLANS
The Company maintains a 401(k) tax deferred saving plan (the “Savings Plan”) for the benefit of qualified employees. Qualified employees may elect to make contributions to the Savings Plan on a biweekly basis, subject to certain limitations. The Company may make contributions to the Savings Plan at the discretion of the Board of Directors. No Company contributions were made for the years ended December 31, 2025, 2024, and 2023.
The Company has defined contribution plans for employees in certain of its international locations. The Company contributed $ 5.2 million, $ 4.1 million, and $ 3.2 million to these plans for the years ended December 31, 2025, 2024, and 2023, respectively.

16. NET INCOME (LOSS) PER SHARE
The Company’s basic net income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding for the period. The Company uses the two-class method to calculate net income (loss) per share. Except with respect to certain voting, conversion, and transfer rights and as otherwise expressly provided in the Company’s amended and restated certificate of incorporation or required by applicable law, shares of the Company’s Class A common stock and Class B common stock have the same rights and privileges and rank equally, share ratably, and are identical in all respects as to all matters. Accordingly, basic and diluted net income (loss) per share are the same for both classes.
For purposes of the calculation of diluted net income (loss) per share, options to purchase common stock and restricted stock units are considered common stock equivalents. Dilutive shares of common stock are determined by applying the treasury stock method. The dilutive shares are excluded from the calculation of diluted net loss per share in the period of net loss, as their effect is antidilutive.
The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data):

Years Ended December 31,
2025 2024 2023
Numerator:
Net income (loss) $ 88,361   $ ( 129,386 ) $ ( 709,561 )
Denominator:
Weighted-average common shares outstanding — basic 147,154 144,630 141,572
Dilutive effect of common stock equivalents 3,758 0 0
Weighted-average common shares outstanding — diluted 150,912 144,630 141,572

Net income (loss) per share — basic $ 0.60   $ ( 0.89 ) $ ( 5.01 )
Net income (loss) per share — diluted $ 0.59   $ ( 0.89 ) $ ( 5.01 )

Common stock equivalents (comprised of stock options and restricted stock units) excluded from the calculation of diluted net income (loss) per share because of their anti-dilutive effect were 2.5  million, 14.4  million and 14.0  million shares for the years ended December 31, 2025, 2024, and 2023, respectively.

17. SEGMENT INFORMATION
An operating segment is defined as a component of an entity for which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and evaluating financial performance. The Company’s CODM is its Chief Executive Officer, and the CODM evaluates performance and makes decisions about allocating resources to its operating segments based on financial information presented on a consolidated basis and on gross profit for each operating segment. The CODM uses segment gross profit to allocate resources to each segment predominantly in the annual budgeting process. On a quarterly basis, the CODM uses gross profit budget-to-actual variances to evaluate segment performance. For both the Platform and Devices reportable segments, Cost of revenue is the significant segment expense that is regularly provided to the CODM. The Company uses the management approach to determine the segment financial information that should be disaggregated
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and presented separately in the Company’s notes to its consolidated financial statements. The management approach is based on the manner by which management has organized the segments within the Company for making operating decisions, allocating resources, and assessing performance.
While not considered significant segment expenses, the Company has separately disclosed content amortization (refer to Note 7) and stock-based compensation expense (refer to Note 12) charged to Cost of revenue, platform. The Company disclosed charges related to the inventory provision and inventory losses on purchase commitments (refer to Note 2) and stock-based compensation expense (refer to Note 12) included within Cost of revenue, devices.
The Company reports its financial results consistent with the manner in which financial information is viewed by management for decision-making purposes. The Company does not manage operating expenses such as research and development, sales and marketing, and general and administrative expenses at the segment level. The Company does not allocate property and equipment or any other assets or capital expenditures to reportable segments.
Descriptions of the Company’s two reportable segments are as follows:
Platform
Platform revenue is generated from the sale of digital advertising (including direct and programmatic video advertising, ads integrated into the Company’s user interface, and related services), as well as streaming services distribution (including subscription and transaction revenue shares, the sale of Premium Subscriptions, the sale of owned and operated subscription services, and the sale of branded app buttons on remote controls).
Devices
Devices revenue is generated from the sale of streaming players, Roku-made TVs, smart home products and services, audio products, and related accessories.
Customers accounting for 10% or more of segment revenue, net, were as follows:

  Years Ended December 31,
  2025 2024 2023
Platform segment revenue:
Customer I * * 13   %
Customer J 13   % 12   % *

Devices segment revenue:
Customer A 16   % 22   % 15   %
Customer B 26   % 21   % 15   %
Customer C 22   % 28   % 41   %
Customer K 17   % 10   % *

* Less than 10%
Revenue by geography is determined based on the location where the Company’s products and services are delivered. Revenue in international markets was less than 10% in each of the periods presented.
Long-lived assets, net
The following table presents long-lived assets, net, which consist primarily of property and equipment and operating lease right-of-use assets, by geographic area (in thousands):

As of December 31,
2025 2024
United States $ 338,689   $ 401,464  
United Kingdom 77,443   92,110  
Other countries 17,786   24,621  
Total $ 433,918   $ 518,195  

18. RESTRUCTURING CHARGES
Starting in the fourth quarter of fiscal 2022, the Company implemented measures to reduce its operating expense growth rate due to economic conditions, including consolidating its office space utilization, performing a strategic review
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of its content portfolio, reducing outside services expenses, and slowing its year-over-year headcount expense growth rate through a workforce reduction and limiting new hires, among other measures.
Restructuring charges are recorded as follows (in thousands):

Year Ended December 31, 2025

Facilities Exit Costs Asset Impairment Charges
Total

Research and development $ 194   $ 2,133   $ 2,327  
Sales and marketing —   175   175  
General and administrative —   562   562  
Total restructuring charges $ 194   $ 2,870   $ 3,064  

Year Ended December 31, 2024

Employee Terminations Facilities Exit Costs Asset Impairment Charges
Total
Cost of revenue, platform $ ( 3 ) $ —   $ —   $ ( 3 )
Cost of revenue, devices 1   —   5   6  
Research and development 368   98   ( 603 ) ( 137 )
Sales and marketing 697   719   24,641   26,057  
General and administrative ( 116 ) 117   5,075   5,076  
Total restructuring charges $ 947   $ 934   $ 29,118   $ 30,999  

Year Ended December 31, 2023

Employee Terminations Facilities Exit Costs Assets Impairment Charges Total
Cost of revenue, platform $ 1,164   $ 1   $ 65,867   $ 67,032  
Cost of revenue, devices 524   6   2,793   3,323  
Research and development 31,160   1,320   78,011   110,491  
Sales and marketing 29,786   517   83,411   113,714  
General and administrative 20,531   1,683   39,320   61,534  
Total restructuring charges $ 83,165   $ 3,527   $ 269,402   $ 356,094  

The asset impairment charges for the year ended December 31, 2025 are primarily comprised of $ 2.9 million of operating lease right-of-use assets impairment. The asset impairment charges for the year ended December 31, 2024 are primarily comprised of $ 22.6 million of operating lease right-of-use assets impairment and $ 7.0 million of property and equipment impairment, partially offset by $ 0.5 million of adjustments to other long-term liabilities and assets. The asset impairment charges for the year ended December 31, 2023 are primarily comprised of $ 131.6 million of operating lease right-of-use assets impairment, $ 72.3 million of property and equipment impairment, and $ 65.5 million of content assets impairment.
A reconciliation of the beginning and ending balance of employee termination restructuring charges and facilities exit costs, which are included in Accrued liabilities in the consolidated balance sheets, is as follows (in thousands):

December 31, 2025 December 31, 2024
Facilities Exit Costs Total Employee Terminations Facilities Exit Costs Total
Beginning balance $ 1,381   $ 1,381   $ 12,661   $ 1,198   $ 13,859  
Restructuring charges incurred 194   194   947   934   1,881  
Payments made ( 349 ) ( 349 ) ( 13,608 ) ( 751 ) ( 14,359 )
Ending balance $ 1,226   $ 1,226   $ —   $ 1,381   $ 1,381  

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) prior to the filing of this Annual Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were, in design and operation, effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our assessment excluded the internal control over financial reporting of Frndly TV, Inc. which was acquired on May 9, 2025 and whose total assets represent approximately 1.5% and total revenues represent approximately 1.8% of our consolidated financial statement amounts as of and for the year ended December 31, 2025. Based on our evaluation under the framework set forth in Internal Control — Integrated Framework (2013) , our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report which is included herein.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Our disclosure controls and procedures and our internal controls over financial reporting have been designed to provide reasonable assurance of achieving their objectives. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Roku, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Roku, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 13, 2026, expressed an unqualified opinion on those financial statements.
As described in Management's Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Frndly TV, Inc. which was acquired on May 9, 2025, and whose financial statements constitute 1.5% of total assets and 1.8% of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2025. Accordingly, our audit did not include the internal control over financial reporting at Frndly TV, Inc.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
February 13, 2026
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Item 9B. Other Information
Insider Trading Arrangements
During the three months ended December 31, 2025, each of the following officers (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Name
Action Adoption/Termination Date Trading Arrangement Total Shares of Class A Common Stock to be Sold Expiration Date
Rule 10b5-1* Non-Rule 10b5-1**
Anthony Wood ***
( Chief Executive Officer, President, and Chairman )
Adoption November 19, 2025 X 384,000   September 9, 2026
Charles Collier
( President, Roku Media )
Adoption November 25, 2025 X 642,753   December 31, 2026
Christopher Handman ( Senior Vice President and General Counsel )
Adoption November 26, 2025 X 47,593   December 31, 2026
Mustafa Ozgen
( President, Devices, Products, and Technology )
Adoption November 24, 2025 X 39,471   November 24, 2026
Termination November 1, 2025 X 53,492   November 26, 2025

___________________
* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
*** Trading arrangement adopted by the Wood Revocable Trust, of which Mr. Wood and his spouse are co-trustees.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to the information contained in the sections “Voting and Meeting Information,” “Board of Directors and Corporate Governance,” “Executive Officer Biographies,” and “Other Matters” in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our year ended December 31, 2025 (our “Proxy Statement”).
Insider Trading Policies and Procedures
We have policies and procedures that govern the purchase, sale, and other dispositions of our securities by us a nd our directors, officers, employees, and certain contingent workers. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable listing standards. Our policies and procedures are filed as Exhibit 19.1 to this Annual Report.

Item 11. Executive Compensation
The information required by this item is incorporated by reference to the information contained in the sections “Compensation Discussion and Analysis” and “Executive Compensation” in our Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the information contained in the sections “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the information contained in the sections “Certain Relationships and Related Transactions” and “Director Independence” in our Proxy Statement.
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Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference to the information contained in the section “Ratification of Selection of Independent Registered Public Accounting Firm” in our Proxy Statement.

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PART IV

Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
See Index to Financial Statements in Item 8 of this Annual Report.
(a)(2) Financial Statement Schedule
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
(a)(3) Exhibits
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.

    Incorporated by Reference  
Number Exhibit Title Form File No. Exhibit Filing Date Filed Herewith
3.1 Amended and Restated Certificate of Incorporation
8-K 001-38211 3.1 10/3/2017  
3.2 Amended and Restated Bylaws
S-1/A 333-220318 3.4 9/18/2017  
4.1 Reference is made to Exhibit 3.1
         
4.2 Form of Class A Common Stock Certificate
S-1/A 333-220318 4.1 9/18/2017  
4.3 Description of Securities
10-K 001-38211 4.3 3/2/2020  
10.1 + Roku, Inc. 2008 Equity Incentive Plan
S-1 333-220318 10.3 9/1/2017  
10.2 + Forms of Option Agreement and Option Grant Notice under 2008 Equity Incentive Plan
S-1 333-220318 10.4 9/1/2017  
10.3 + Roku, Inc. Amended and Restated 2017 Equity Incentive Plan
8-K 001-38211 10.1 6/7/2024  
10.4 + Forms of Consolidated Option Agreement and Option Grant Notice under Amended and Restated 2017 Equity Incentive Plan
10-K
001-38211 10.4 2/14/2025

10.5 + Forms of Consolidated Restricted Stock Unit Grant Notice and Award Agreement under Amended and Restated 2017 Equity Incentive Plan
10-K
001-38211 10.5 2/14/2025

10.6 + Executive Supplemental Stock Option Program Enrollment Form
8-K 001-38211 10.1 9/26/2024
10.7 + Roku, Inc. 2017 Employee Stock Purchase Plan
S-1/A 333-220318 10.8 9/18/2017  
10.8 + Form of Indemnification Agreement, by and between Roku, Inc. and each of its directors and executive officers
S-1/A 333-220318 10.9 9/18/2017  
10.9 + Employment Terms Agreement, by and between Roku, Inc. and Mustafa Ozgen, dated January 17, 2019
10-K 001-38211 10.18 3/2/2020  
10.10 + Offer Letter, by and between Roku, Inc. and Charles Collier, dated September 16, 2022
10-K 001-38211 10.18 2/16/2023  
10.11 + Offer Letter, by and between Roku, Inc. and Dan Jedda, dated February 11, 2023
10-Q
001-38211
10.1 7/28/2023
 
10.12 + Offer Letter, by and between Roku, Inc. an d Chris Handman , dated September 24 , 2 025
X

10.13 +
Roku, Inc. Amended and Restated Severance Benefit Plan
10-Q
001-38211 10.1 11/2/2023

10.14
Coleman Highline Office Lease by and between Roku, Inc. and Cap Phase 1, LLC dated August 1, 2018 (1155 Coleman Ave)
10-Q 001-38211 10.26 8/10/2018  
10.15
First Amendment to Coleman Highline Office Lease by and between Roku, Inc. and Cap Phase 1, LLC dated November 12, 2018 (1155 Coleman Ave)
10-K 001-38211 10.30 3/1/2019  
10.16
Second Amendment to Coleman Highline Office Lease by and between Roku, Inc. and Cap Phase 1, LLC dated April 30, 2019 (1155 Coleman Ave)
10-Q 001-38211 10.2 8/9/2019
10.17
Assignment and Assumption of Lease, Landlord’s Consent and First Amendment of Lease, dated as of April 30, 2019, by and among Roku, Inc., 8x8, Inc. and CAP Phase I, LLC
10-Q 001-38211 10.1 8/9/2019
10.18
Third Amendment to Coleman Highline Office Lease by and between Roku, Inc. and Cap Phase 1, LLC dated September 29, 2020 (1155 Coleman Ave)
10-Q 001-38211 10.1 4/29/2022

Table of Contents

10.19
Fourth Amendment to Coleman Highline Office Lease by and between Roku, Inc. and BCORE Coleman Owner LLC dated April 8, 2022 (1155 Coleman Ave)
10-Q 001-38211 10.3 4/29/2022
10.20
Coleman Highline Office Lease by and between Roku, Inc. and Cap Oz 34, LLC dated August 1, 2018 (1173/1167/1161 Coleman Ave)
10-Q 001-38211 10.27 8/10/2018
10.21
First Amendment to Coleman Highline Office Lease by and between Roku, Inc. and Cap Oz 34, LLC dated November 18, 2018 (1173/1167/1161 Coleman Ave)
10-K 001-38211 10.31 3/1/2019  
10.22
Second Amendment to Coleman Highline Office Lease by and between Roku, Inc. and Cap Oz 34, LLC dated April 30, 2019 (1173/1167/1161 Coleman Ave)
10-Q 001-38211 10.3 8/9/2019  
10.23
Third Amendment to Coleman Highline Office Lease by and between Roku, Inc. and Cap Oz 34, LLC dated June 4, 2020 (1173/1167/1161 Coleman Ave)
10-Q 001-38211 10.2 4/29/2022
10.24
Credit Agreement, dated as of September 16, 2024, among Roku, Inc., as borrower, Citibank N.A., as administrative agent, and the other credit parties and lenders party thereto
8-K 001-38211 10.1 9/17/2024
19.1 Roku, Inc. Insider Trading Policies
X
21.1 List of Significant Subsidiaries of Roku, Inc.
        X
23.1 Consent of Independent Registered Public Accounting Firm
X
24.1 Power of Attorney (included in the signature page of this Annual Report on Form 10-K)
X
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1 * Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2 * Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1
Roku, Inc. Policy for Recoupment of Incentive Compensation
10-K 001-38211 97.1 2/16/2024
101.INS Inline XBRL Instance Document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* These exhibits are furnished with this Annual Report and are not deemed filed with the SEC and are not incorporated by reference in any filing of Roku, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings.
+ Indicates a management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 13 th day of February 2026.

Roku, Inc.

   
By: /s/ Anthony Wood
  Anthony Wood
  President, Chief Executive Officer and Chairman

  (Principal Executive Officer)

By: /s/ Dan Jedda

  Dan Jedda

  Chief Financial Officer and Chief Operating Officer

  (Principal Financial Officer)

By: /s/ Matthew Banks
  Matthew Banks
  Vice President, Chief Accounting Officer

  (Principal Accounting Officer)

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anthony Wood and Dan Jedda, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Name Title Date

/s/ ANTHONY WOOD President, Chief Executive Officer and Chairman February 13, 2026

Anthony Wood (Principal Executive Officer)

/s/ DAN JEDDA
Chief Financial Officer and Chief Operating Officer
February 13, 2026

Dan Jedda
(Principal Financial Officer)

/s/ MATTHEW BANKS Vice President, Chief Accounting Officer
February 13, 2026

Matthew Banks (Principal Accounting Officer)

/s/ JEFFREY BLACKBURN
Director February 13, 2026

Jeffrey Blackburn

/s/ MAI FYFIELD
Director February 13, 2026

Mai Fyfield

/s/ JEFFREY HASTINGS
Director February 13, 2026

Jeffrey Hastings

/s/ LAURIE SIMON HODRICK
Director February 13, 2026

Laurie Simon Hodrick

/s/ NEIL HUNT
Director February 13, 2026

Neil Hunt

/s/ GINA LUNA
Director February 13, 2026

Gina Luna

/s/ RAY ROTHROCK
Director February 13, 2026

Ray Rothrock

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