10-Q – 2025-10-31 – roku-20250930.htm

• requiring super-majority voting to amend some provisions in our certificate of incorporation and bylaws;
• authorizing the issuance of “blank check” preferred stock that our Board could use to implement a stockholder rights plan;
• eliminating the ability of stockholders to call special meetings of stockholders;
• prohibiting stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; and
• reflecting our two classes of common stock as described above.
Moreover, because we are incorporated in Delaware, we are governed by Section 203 of the Delaware General Corporation Law, which prohibits a person who owns 15% or more of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. Any provision in our certificate of incorporation or our bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock and could affect the price that some investors are willing to pay for our Class A common stock.
Our certificate of incorporation provides that the Delaware Court of Chancery and the U.S. federal district courts will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Our certificate of incorporation provides that the Delaware Court of Chancery is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:
• any derivative action or proceeding brought on our behalf;
• any action asserting a breach of fiduciary duty;
• any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our certificate of incorporation, or our bylaws; and
• any action asserting a claim against us that is governed by the internal affairs doctrine.
This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims.
To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our certificate of incorporation provides that the U.S. federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.
These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for certain disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. If a court were to find either exclusive forum provision in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving such action in other jurisdictions, all of which could harm our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Our Board has approved a stock repurchase program with authorization to repurchase up to $400.0 million of its Class A common stock through December 31, 2026 . As of September 30, 2025, approximately $350.0 million remained available for stock repurchases pursuant to our stock repurchase program.
Repurchases under the stock repurchase program may be made at our discretion from time to time in open market transactions at prevailing market prices, including through trading plans that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or through other means. The amount and timing of repurchases will depend on a variety of factors, including general market conditions, the trading price of our Class A common stock, corporate and regulatory requirements, the availability of funds, other investment opportunities, and other considerations we deem relevant. The stock repurchase program may be modified, suspended, or terminated at any time.
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The following table summarizes the share repurchase activity for the three months ended September 30, 2025 and the approximate dollar value of shares that may yet be purchased pursuant to our stock repurchase program (in thousands, except share and per share data):

Total Number of
Shares
Purchased Average Price
Paid per
Share Total Number of
Shares Purchased as
Part of Publicly
Announced
Program Approximate Dollar
Value of Shares that
May Yet Be
Purchased
Under the Program
July 1, 2025 to July 31, 2025 —  $ —  —  $ 400,000 
August 1, 2025 to August 31, 2025 453,207  $ 86.10  453,207  $ 361,000 
September 1, 2025 to September 30, 2025 114,375  $ 96.20  114,375  $ 350,000 
Total 567,582  $ 88.10  567,582 

Item 3. Defaults Upon Senior Securities
None.

Item 4. Mine Safety Disclosures
Not a pplicab le.

Item 5. Other Information
Insider Trading Arrangements
During the three months ended September 30, 2025, the following officers (as defined in Rule 16a-1(f) under the Exchange Act) and directors 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**
Matt Banks * ( Vice President, Chief Accounting Officer )
Adoption 8/5/2025 X 18,509   11/6/2026
Neil Hunt * ( Director )
Adoption 8/5/2025 X 26,000   11/4/2026
Anthony Wood ***
( Chief Executive Officer, President, and Chairman )
Adoption 8/25/2025 X 750,000   6/9/2026
Dan Jedda * ( Chief Financial Officer and Chief Operating Officer )
Adoption 9/3/2025 X 78,000   12/31/2026
Gilbert Fuchsberg * ( President, Subscriptions, Partnerships, and Corporate Development )
Adoption 9/12/2025 X 56,756   12/11/2026

___________________
* 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.
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Item 6. Exhibits

    Incorporation by reference
Exhibit
Number Description Form SEC File No. Exhibit Filing Date Filed Herewith
           
3.1 Amended and Restated Certificate of Incorporation of Roku, Inc.
8-K 001-38211 3.1 10/3/2017
3.2 Amended and Restated Bylaws of Roku, Inc.
S-1/A 333-220318 3.4 9/18/2017
4.1   Reference is made to Exhibit 3.1 and Exhibit 3.2
       
4.2 Form of Class A common stock certificate
S-1/A 333-220318 4.1 9/18/2017
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      X
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
        X
32.1* Certification of Principal 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 Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
        X
101 The following information from Roku, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
        X
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
        X

* These exhibits are furnished with this Quarterly Report and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Roku, Inc. under the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

  Roku, Inc.
     
Date: October 31, 2025
By: /s/ Anthony Wood
    Anthony Wood
    President, Chief Executive Officer and Chairman
(Principal Executive Officer)

     
Date: October 31, 2025
By: /s/ Dan Jedda
    Dan Jedda
    Chief Financial Officer and Chief Operating Officer
(Principal Financial Officer)

Date: October 31, 2025
By: /s/ Matthew Banks
Matthew Banks
Vice President, Chief Accounting Officer
(Principal Accounting Officer)

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