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ROKU Form 4: Ozgen disposes of 50,527 Class A shares via 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Mustafa Ozgen, President of Devices, Product and Technology at Roku, sold 50,527 shares of Class A common stock on 09/09/2025 under a Rule 10b5-1 trading plan at a reported price of $100 per share. The Form 4 reports the transaction as a sale executed pursuant to Mr. Ozgen's pre-established trading plan and shows zero shares beneficially owned by the reporting person following the sale.

The filing is a routine Section 16 disclosure documenting an insider sale executed under an affirmative defense plan; it includes the attorney-in-fact signature certifying the report.

Positive

  • Transaction executed under a Rule 10b5-1 plan, which provides an affirmative defense against insider trading timing allegations
  • Form 4 filed and signed (attorney-in-fact), indicating compliance with Section 16 disclosure requirements

Negative

  • Reporting person no longer holds any beneficial shares following the sale, which may reduce insider ownership alignment with shareholders
  • Sale size of 50,527 shares could be perceived negatively depending on the reporting person's prior stake and company market capitalization

Insights

TL;DR: Routine insider sale under a 10b5-1 plan; materiality depends on stake size but the filing signals no remaining beneficial shares.

The sale of 50,527 Class A shares at $100 each is disclosed as executed pursuant to a Rule 10b5-1 plan, which generally reduces the likelihood the transaction was timed with material nonpublic information. The report lists zero shares beneficially owned after the sale, indicating the reporting person no longer holds a beneficial stake. For investors this is a clear, compliance-focused disclosure rather than an operational update; assess significance relative to total outstanding shares and Mr. Ozgen's prior holdings.

TL;DR: Governance-compliant disclosure of an insider disposition under a pre-established plan; absence of remaining shares is noteworthy for oversight.

The Form 4 properly records a sale under a 10b5-1 plan and includes the required signature by an attorney-in-fact. From a governance perspective, the fact that the reporting person reports no remaining beneficial ownership is significant for board/shareholder alignment and shareholding oversight. While pre-arranged plans mitigate timing concerns, the disposal of all reported shares removes that insider's direct equity exposure and could affect perceived alignment with long-term shareholders.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ozgen Mustafa

(Last) (First) (Middle)
C/O ROKU, INC.
1173 COLEMAN AVE.

(Street)
SAN JOSE CA 95110

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ROKU, INC [ ROKU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Pres, Devices, Prod, and Tech
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/09/2025 S 50,527(1) D $100 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Shares sold pursuant to Mr. Ozgen's 10b5-1 plan.
/s/ Renee Strandness, attorney-in-fact 09/10/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Mustafa Ozgen sell according to the Form 4 for ROKU?

The Form 4 reports a sale of 50,527 shares of Class A common stock executed on 09/09/2025 at a reported price of $100 per share.

Was the sale by the ROKU insider part of a 10b5-1 trading plan?

Yes. The filing states the shares were sold pursuant to Mr. Ozgen's 10b5-1 plan, indicating a pre-established trading arrangement.

How many ROKU shares does the reporting person own after the transaction?

The Form 4 shows the reporting person beneficially owned 0 shares following the reported transaction.

Does the Form 4 show proper signature and filing formalities for ROKU (ROKU)?

Yes. The Form 4 is signed by an attorney-in-fact and dated, indicating completion of required disclosure formalities.

Does this Form 4 indicate insider trading concerns for ROKU?

The sale is reported as executed under a 10b5-1 plan, which is intended to reduce concerns about trading on material nonpublic information; the filing itself does not allege wrongdoing.
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United States
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