ROKU Insider Report: 21,912 RSU Shares Delivered; 8,624 Withheld for Taxes

Rhea-AI Filing Summary

Jedda Dan, identified as CFO & COO of Roku, Inc. (ROKU), reported transactions dated 09/02/2025. The filing shows an award-related acquisition of 21,912 shares of Class A common stock at $0 (code M) related to vested restricted stock units (RSUs), and the withholding disposition of 8,624 shares at $95.86 to satisfy income tax obligations, leaving 86,420 shares beneficially owned after the withholding. The report also documents two RSU grant entries: 17,726 RSUs resulting in 17,726 underlying shares and 4,186 RSUs with no remaining underlying shares on the report, with vesting schedules described in the explanations. The form is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• RSU vesting disclosed, showing compensation alignment with continued service through multi-quarter vesting schedules
• Transparent tax-withholding disclosure for 8,624 shares prevents ambiguity about the disposition

Negative

• Reduction in direct holdings from 95,044 to 86,420 shares due to tax-withholding disposition
• No additional open-market purchases reported that would increase insider share ownership

Insights

Financial Analyst

TL;DR Insider received RSU vesting and had shares withheld for tax, modest net change in direct holdings; not materially dilutive.

The filing shows routine compensation-related activity: 21,912 shares delivered from vested RSUs and 8,624 shares withheld at $95.86 for taxes, leaving 86,420 shares held directly. This is a standard settlement and withholding event rather than an open-market sale. Reported RSU schedules indicate multi-quarter vesting, which aligns executive compensation with service over time. For investors, these actions reflect routine management compensation mechanics and do not by themselves indicate a change in corporate strategy or a material transfer of ownership.

Corporate Governance Expert

TL;DR This is a standard Form 4 reporting RSU vesting and tax withholding; governance implications are routine and disclosure-compliant.

The disclosure identifies the reporting person as an officer (CFO & COO) and documents RSU vesting schedules: one award vests quarterly over 16 installments beginning September 1, 2023, and another vests quarterly over 4 installments beginning November 15, 2024. The withholding of 8,624 shares to satisfy tax obligations is explicitly disclosed. The form is executed by an attorney-in-fact, with a signature date of 09/04/2025, indicating proper procedural handling. No departures from standard insider reporting practices are evident.

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)

1173 COLEMAN AVENUE

(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)
09/02/2025

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	09/02/2025		M		21,912	A	$0	95,044	D
Class A Common Stock	09/02/2025		F		8,624(1)	D	$95.86	86,420	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)	09/02/2025		M			17,726	(3)	(3)	Class A Common Stock	17,726	$0.0	124,083	D
Restricted Stock Unit	(2)	09/02/2025		M			4,186	(4)	(4)	Class A Common Stock	4,186	$0.0	0	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 September 2, 2025.

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, 2024.

	/s/ Renee Strandness, attorney-in-fact	09/04/2025
	** 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.
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FAQ

What transactions did Jedda Dan report on Form 4 for ROKU?

The report shows the delivery of 21,912 Class A shares from vested RSUs and the withholding disposition of 8,624 shares at $95.86 to satisfy taxes, both dated 09/02/2025.

How many shares does Jedda Dan beneficially own after the reported transactions?

After the reported transactions, Jedda Dan beneficially owns 86,420 shares of Class A common stock.

What caused the disposition of 8,624 shares in the filing?

The filing explains that 8,624 shares were withheld by the issuer to satisfy income tax withholding and remittance obligations related to RSU vesting.

What RSU vesting schedules are disclosed in the Form 4?

One RSU award vests in 16 substantially equal quarterly installments (first vested 09/01/2023); another vests in 4 substantially equal quarterly installments (first vested 11/15/2024).

Who signed the Form 4 and when?

The form was signed by /s/ Renee Strandness, attorney-in-fact on 09/04/2025.