ROKU Insider: 3,000-Share Sale Under 10b5-1 and 80,264 RSU Awards Reported

Rhea-AI Filing Summary

Roku insider transaction summary: The filing shows that Jedda Dan, identified as CFO & COO of Roku, sold two blocks of 1,500 shares each on 08/15/2025 at prices of $88.14 and $90.00, respectively, and reported ownership levels of 74,632 and 73,132 shares following those sales. The sales were executed pursuant to a 10b5-1 plan. The filing also reports three restricted stock unit grants that together represent 80,264 RSUs (16,883; 33,484; 29,897). Vesting schedules are disclosed: one grant vests in four quarterly installments starting 11/15/2025, one vests in eight quarterly installments starting 11/15/2025, and one vests in five quarterly installments beginning 09/01/2027.

Positive

• Sales executed under a documented 10b5-1 plan, indicating planned, prearranged transactions
• Substantial RSU grants totaling 80,264 units with staggered vesting, aligning compensation over multiple periods

Negative

• Insider sold 3,000 shares on 08/15/2025, which reduced direct holdings to reported levels of 74,632 and 73,132
• RSU awards will dilute share count upon vesting—total underlying shares reported equal 80,264

Insights

Corporate Governance Expert

TL;DR: Insider sales were prearranged under a 10b5-1 plan while substantial RSU grants with multi-year vesting were reported.

Jedda Dan's sales of two 1,500-share blocks were executed under a documented 10b5-1 plan, which supports an affirmative defense to accusations of trading on material nonpublic information. The filing separately discloses three RSU awards totaling 80,264 units with staggered vesting: two grants begin quarterly vesting in late 2025 and one begins in September 2027. For governance assessment, the combination of rule-based sales and retained/awarded RSUs is informative about compensation design and liquidity planning but does not by itself indicate any policy noncompliance.

Securities/Compensation Analyst

TL;DR: The filing shows modest open-market disposals and material equity-based compensation with multi-year vesting.

The reported disposals total 3,000 shares executed at roughly market prices of $88.14 and $90.00, with post-sale holdings documented. The RSU awards (16,883; 33,484; 29,897) create future dilution potential when they vest and convert to Class A shares; combined they equal 80,264 underlying shares. The vesting schedules stagger payouts across 2025–2027, which aligns management incentives to multi-period performance, and the $0.00 per-share price reflects standard restricted-unit accounting.

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^*

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)
08/15/2025

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	08/15/2025		S		1,500(1)	D	$88.14	74,632	D
Class A Common Stock	08/15/2025		S		1,500(1)	D	$90	73,132	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)	08/15/2025		A		16,883		(3)	(3)	Class A Common Stock	16,883	$0.00	16,883	D
Restricted Stock Unit	(2)	08/15/2025		A		33,484		(4)	(4)	Class A Common Stock	33,484	$0.00	33,484	D
Restricted Stock Unit	(2)	08/15/2025		A		29,897		(5)	(5)	Class A Common Stock	29,897	$0.00	29,897	D

Explanation of Responses:

1. Shares sold pursuant to Mr. Jedda's 10b5-1 plan.

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

3. This RSU vests in 4 substantially equal quarterly installments. The first installment vests on November 15, 2025.

4. This RSU vests in 8 substantially equal quarterly installments. The first installment vests on November 15, 2025.

5. This RSU vests in 5 substantially equal quarterly installments. The first installment vests on September 1, 2027.

	/s/ Renee Strandness, attorney-in-fact	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What shares did Jedda Dan sell according to the ROKU Form 4?

He sold two blocks of 1,500 shares each on 08/15/2025 at prices of $88.14 and $90.00.

Were the sales by Jedda Dan prearranged under a trading plan?

Yes. The filing states the shares were sold pursuant to a 10b5-1 plan.

How many restricted stock units (RSUs) were granted to Jedda Dan?

Three RSU grants totaling 80,264 units were reported: 16,883; 33,484; and 29,897 RSUs.

When do the RSUs begin vesting?

Two grants have initial vesting on 11/15/2025 One grant vests in 5 quarterly installments starting 09/01/2027.

What are Jedda Dan's reported shareholdings after the sales?

Post-transaction beneficial ownership is reported as 74,632 and 73,132 shares following each respective sale line in the filing.