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 25,000 Class B shares into Class A on both 09/09/2025 and 09/10/2025, and several sales 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 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

Corporate Governance Expert

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.

Securities Analyst

TL;DR: Material insider sales occurred

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.

09/11/2025 - 06:06 PM

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^*

Wood Anthony J.

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman BOD

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		C		25,000(1)	A	(1)	70,712	I	Wood 2017 Revocable Trust
Class A Common Stock	09/09/2025		S		25,000(2)	D	$100	45,712	I	Wood 2017 Revocable Trust
Class A Common Stock	09/10/2025		C		25,000(1)	A	(1)	70,712	I	Wood 2017 Revocable Trust
Class A Common Stock	09/10/2025		S		6,531(2)	D	$93.56(3)	64,181	I	Wood 2017 Revocable Trust
Class A Common Stock	09/10/2025		S		16,069(2)	D	$94.6(4)	48,112	I	Wood 2017 Revocable Trust
Class A Common Stock	09/10/2025		S		1,500(2)	D	$95.23(5)	46,612	I	Wood 2017 Revocable Trust
Class A Common Stock	09/10/2025		S		700(2)	D	$96.32(6)	45,912	I	Wood 2017 Revocable Trust
Class A Common Stock	09/10/2025		S		200(2)	D	$97.47	45,712	I	Wood 2017 Revocable Trust
Class A Common Stock								42,500	I	Wood 2020 Irrevocable Trust
Class A Common Stock								2,754	I	Wood 2020 Nonexempt Irrevocable Trust
Class A Common Stock								64,976	I	The Anthony J. Wood 2024 Annuity Trust V-B
Class A Common Stock								18,760	I	The Anthony J. Wood 2023 Annuity Trust V-B
Class A Common Stock								173,129	I	The Anthony J. Wood 2024 Annuity Trust V
Class A Common Stock								143,250	I	The Anthony J. Wood 2025 Annuity Trust V
Class A Common Stock								16,973	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
Class B Common Stock	$0	09/09/2025		C			25,000(1)	(1)	(1)	Class A Common Stock	25,000	$0	16,803,111	I	Wood 2017 Revocable Trust
Class B Common Stock	$0	09/10/2025		C			25,000(1)	(1)	(1)	Class A Common Stock	25,000	$0	16,778,111	I	Wood 2017 Revocable Trust

Explanation of Responses:

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.

2. Shares sold pursuant to Mr. Wood's 10b5-1 Plan.

3. 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

4. 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

5. 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

6. 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

	/s/ Renee Strandness, attorney-in-fact	09/11/2025
	** 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 Anthony J. Wood report on Form 4 for ROKU?

He reported conversions and sales: conversions of 25,000 Class B to Class A on 09/09/2025 and 09/10/2025, and multiple sales from the Wood 2017 Revocable Trust on those dates.

Were the transactions executed under a pre-arranged plan?

Yes. The filing is marked to indicate the transactions were made pursuant to a Rule 10b5-1 trading plan.

How many shares were sold and at what prices?

At least 51,000 Class A-equivalent shares were sold in multiple lots with weighted-average price ranges disclosed in footnotes from approximately $93.02 to $97.47.

Does the filing show Mr. Wood's total beneficial ownership?

Yes. The filing lists indirect holdings across multiple trusts and shows derivative section totals such as 16,803,111 and 16,778,111 Class A-equivalent shares following certain conversions.

Who signed the Form 4?

The form was signed by Renee Strandness as attorney-in-fact on behalf of the reporting person on 09/11/2025.