Roku (ROKU) CEO-linked trusts convert 60,000 Class B and gift Class A

Rhea-AI Filing Summary

Roku, Inc. insider activity shows trust-level share movements rather than open-market trading. A Wood 2017 Revocable Trust associated with CEO Anthony Wood converted 60,000 shares of Class B Common Stock into 60,000 shares of Class A Common Stock at a stated price of $0.00 per share.

That same day, the trust made a bona fide gift of 60,000 Class A shares to The Anthony J. Wood 2026 Annuity Trust V. Separately, 12,699 Class A shares moved from Anthony Wood’s direct ownership to the same annuity trust as a bona fide gift, leaving no shares reported in that direct block and 72,699 Class A shares reported for the annuity trust.

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^*

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)
02/17/2026

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	02/17/2026		C		60,000	A	(1)	60,000	I	Wood 2017 Revocable Trust
Class A Common Stock	02/17/2026		G		60,000	D	$0	0	I	Wood 2017 Revocable Trust
Class A Common Stock	02/17/2026		G		60,000	A	$0	60,000	I	The Anthony J. Wood 2026 Annuity Trust V
Class A Common Stock	02/17/2026		G		12,699	D	$0	0	D
Class A Common Stock	02/17/2026		G		12,699	A	$0	72,699	I	The Anthony J. Wood 2026 Annuity Trust V
Class A Common Stock								2,754	I	Wood 2020 Nonexempt Irrevocable Trust
Class A Common Stock								42,500	I	Wood 2020 Irrevocable Trust
Class A Common Stock								64,976	I	The Anthony J. Wood 2024 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								81,445	I	The Anthony J. Wood 2025 Annuity Trust V-B

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	(1)	02/17/2026		C			60,000	(1)	(1)	Class A Common Stock	60,000	$0	16,393,111	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.

	/s/ Renee Strandness, attorney-in-fact	02/19/2026
	** 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 did Roku (ROKU) CEO Anthony Wood’s trusts do in this Form 4?

The filing shows trust-level share movements linked to Anthony Wood. A revocable trust converted 60,000 Class B shares into 60,000 Class A shares, then gifted those 60,000 Class A shares to an annuity trust, all recorded as non-cash transactions.

Were any Roku (ROKU) shares sold for cash in this Form 4?

The Form 4 shows no open-market sales. It reports a conversion of 60,000 Class B shares into Class A shares and bona fide gifts of Class A stock between entities associated with Anthony Wood, all at a stated price of $0.00 per share.

How many Roku (ROKU) shares were converted between classes in this filing?

The filing reports that a trust associated with Anthony Wood converted 60,000 shares of Class B Common Stock into 60,000 shares of Class A Common Stock. The Class B shares are convertible into Class A on a one-for-one basis, with no expiration date mentioned.

What bona fide gifts of Roku (ROKU) Class A shares are disclosed?

The filing discloses two gift transfers into The Anthony J. Wood 2026 Annuity Trust V: 60,000 Class A shares gifted from the Wood 2017 Revocable Trust and 12,699 Class A shares gifted from Anthony Wood’s direct holdings, aggregating 72,699 Class A shares reported for that annuity trust.

Does Anthony Wood still have significant indirect Roku (ROKU) ownership after these moves?

Yes. After the 60,000-share Class B conversion, the Wood 2017 Revocable Trust still reports 16,393,111 Class B shares indirectly owned. Additional Class A share positions are listed for several other trusts associated with Anthony Wood as of the transaction date.

What does the Class B to Class A conversion mean for Roku (ROKU) shares?

The filing notes each Class B share converts into one Class A share at the holder’s option. It also explains Class B shares automatically convert to Class A under certain conditions, including specific transfers, ownership thresholds, or a qualifying vote by Class B holders.