ROKU Form 4: Anthony Wood executes 10b5-1 sales and Class B conversions
Rhea-AI Filing Summary
Anthony J. Wood, Roku, Inc. CEO and Chairman, reported multiple transactions in Class A and Class B common stock on September 9-10, 2025. The filing shows conversions (code C) of 25,000 Class B shares into Class A on both 09/09/2025 and 09/10/2025, and several sales (code S) from the Wood 2017 Revocable Trust on 09/09/2025 and 09/10/2025 totaling at least 51,000 Class A shares sold at weighted-average prices reported between $93.02 and $97.47 across different lots. The report indicates transactions were made pursuant to a Rule 10b5-1 plan. The filing lists substantial indirect holdings across multiple trusts, with derivative disclosures showing 25,000 Class B shares convertible into Class A and total beneficial ownership figures reported (for example, 16,803,111 and 16,778,111 Class A-equivalent shares in the derivative section following the conversions).
Positive
- Transactions executed pursuant to a Rule 10b5-1 plan, providing an affirmative defense and indicating pre-planned trades
- Detailed disclosure of weighted-average price ranges for the sales, improving transparency
- Clear reporting of conversions of Class B into Class A shares, with convertible amounts specified (25,000 on 09/09 and 25,000 on 09/10)
Negative
- Insider-related sales of at least 51,000 Class A-equivalent shares from the Wood 2017 Revocable Trust on 09/09-09/10/2025, which reduce beneficial holdings held by that trust
- Conversions increase publicly tradable Class A shares (25,000 Class B converted each day), which could modestly increase available float
Insights
TL;DR: Insider used a Rule 10b5-1 plan to execute multiple conversions and trust sales; disclosure is routine and improves transparency.
The filing documents both conversions of Class B into Class A stock and contemporaneous trust-originated sales executed under a 10b5-1 plan, which helps establish an affirmative defense to liability for timing of trades. The granular footnotes disclose weighted-average sale price ranges across multiple lots, improving traceability of the sales. The pattern—conversions plus trust sales—does not itself indicate corporate governance change; it reflects personal rebalancing and trust-level liquidity management. The detailed indirect ownership schedule across several trusts remains important for control analysis because large, multi-trust holdings can affect voting and control dynamics.
TL;DR: Material insider sales occurred (tens of thousands of shares) but were executed under a trading plan and accompanied by share conversions.
The report shows sales from the Wood 2017 Revocable Trust totaling at least 51,000 Class A-equivalent shares across 09/09 and 09/10 with weighted-average prices disclosed in footnotes ranging roughly from $93.02 to $97.47. Concurrent conversions of Class B shares (25,000 on each day) into Class A increase the supply of publicly tradeable Class A shares. For investors, the filing provides clear, quantified insider activity and confirms use of a pre-established trading arrangement rather than opportunistic timing. The filing does not include any forward-looking statements or corporate operational data; its impact is transactional and disclosure-focused.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 25,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 25,000 | $0.00 | -- |
| Sale | Class A Common Stock | 6,531 | $93.56 | $611K |
| Sale | Class A Common Stock | 16,069 | $94.60 | $1.52M |
| Sale | Class A Common Stock | 1,500 | $95.23 | $143K |
| Sale | Class A Common Stock | 700 | $96.32 | $67K |
| Sale | Class A Common Stock | 200 | $97.47 | $19K |
| Conversion | Class B Common Stock | 25,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 25,000 | $0.00 | -- |
| Sale | Class A Common Stock | 25,000 | $100.00 | $2.50M |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Shares of Class B Common Stock will convert automatically into shares of Class A Common Stock upon the earlier of: (i) any transfer except for certain "Permitted Transfers" as defined in the Issuer's restated certificate of incorporation, (ii) the first "Trading Day", as defined in the Issuer's restated certificate of incorporation, falling on or after the date on which the shares of Class B Common Stock represent less than 10% of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock or (iii) the vote of the holders of Class B Common Stock representing at least 66-2/3% of the shares of Class B Common Stock. Shares sold pursuant to Mr. Wood's 10b5-1 Plan. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.02 to $94.01 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.02 to $94.99 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.03 to $95.50 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.12 to $96.57 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote
