Roku (NASDAQ: ROKU) CFO gains shares, withholds stock to cover taxes

Rhea-AI Filing Summary

Roku, Inc. CFO & COO Jedda Dan reported equity transactions on March 2, 2026 tied to restricted stock units (RSUs). She acquired Class A common shares through derivative exercises/conversions of RSUs and had shares withheld by Roku to cover income tax obligations upon RSU vesting.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Jedda Dan

(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)
	CFO & COO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		M		26,133	A	$0	110,400	D
Class A Common Stock	03/02/2026		F		10,285(1)	D	$98.09	100,115	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
Restricted Stock Unit	(2)	03/02/2026		M			17,726	(3)	(3)	Class A Common Stock	17,726	$0.0	88,631	D
Restricted Stock Unit	(2)	03/02/2026		M			4,221	(4)	(4)	Class A Common Stock	4,221	$0.0	8,442	D
Restricted Stock Unit	(2)	03/02/2026		M			4,186	(5)	(5)	Class A Common Stock	4,186	$0.0	25,113	D

Explanation of Responses:

1. Represents shares that have been withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the vesting of certain RSU awards on March 2, 2026.

2. Each RSU represents a contingent right to receive one share of Class A Common Stock of the Issuer.

3. This RSU vests in sixteen substantially equal quarterly installments. The first installment vested on September 1, 2023.

4. This RSU vests in four substantially equal quarterly installments. The first installment vested on November 15, 2025 (or the next business day).

5. This RSU vests in eight substantially equal quarterly installments. The first installment vested on November 15, 2025 (or the next business day).

	/s/ Renee Strandness, attorney-in-fact	03/04/2026
	** 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).
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FAQ

What insider transactions did Roku (ROKU) CFO Jedda Dan report?

Jedda Dan reported RSU-related transactions, acquiring Class A common stock through derivative exercises and having some shares withheld. The withheld stock satisfied income tax obligations triggered by RSU vesting on March 2, 2026, rather than open-market buying or selling activity.

Were Jedda Dan’s Roku (ROKU) transactions open-market buys or sells?

The transactions were not open-market buys or sells. They reflect exercises or conversions of restricted stock units and a tax-withholding disposition, where Roku withheld shares to cover income tax liabilities associated with RSU vesting on March 2, 2026.

Why were some Roku (ROKU) shares disposed of in Jedda Dan’s Form 4?

Shares were disposed of solely for tax withholding. Roku withheld a portion of vested RSU shares to satisfy income tax and remittance obligations, as described in the footnotes, rather than Ms. Dan selling shares for personal liquidity in the open market.

What does the RSU footnote mean in Roku (ROKU) CFO’s filing?

Each RSU represents a contingent right to receive one share of Roku Class A common stock. Footnotes explain that specific RSU grants vest in scheduled quarterly installments, with initial vesting dates in September 2023 and November 2025, driving the reported March 2026 share activity.

How do the RSU vesting schedules affect Roku (ROKU) insider ownership?

The vesting schedules cause periodic conversions of RSUs into Class A common stock. As installments vest over time, Roku’s CFO receives additional shares, while some are withheld to pay taxes, gradually changing her reported share ownership without traditional market purchases or sales.