ROKU Form 4: Executive RSUs Vest, Tax Withholding Disposes 4,605 Shares

Rhea-AI Filing Summary

Ozgen Mustafa, President of Devices, Products and Technology at Roku, reported RSU vesting and related share withholding on 09/02/2025. A total of 11,700 Class A shares were reported as acquired through vesting and two RSU grants vested (4,910 and 6,790 units). The issuer withheld 4,605 shares and sold them at $95.86 per share to satisfy income tax withholding obligations. Following the reported transactions, the filing shows beneficial ownership figures of 55,132 shares after the acquisition and 50,527 shares after the withholding disposition.

The filing is a routine Section 16 disclosure that documents equity compensation vesting and tax-related share withholding; no other transactions, option exercises, or cash purchases are reported.

Positive

• 11,700 Class A shares vested, increasing the reporting person's ownership stake and aligning interests with shareholders
• RSU vesting follows established schedules (quarterly installments), indicating predictable compensation mechanics

Negative

• 4,605 shares were withheld and disposed at $95.86 to satisfy tax obligations, resulting in a net reduction in shares held

Insights

Financial Analyst

TL;DR: Insider RSU vesting added 11,700 shares; 4,605 were withheld for taxes at $95.86, modestly reducing holdings.

This Form 4 documents standard compensation vesting rather than open-market trading. The vesting of 11,700 Class A shares increases the executive's alignment with shareholder interests, while the withholding of 4,605 shares at $95.86 per share reflects tax remittance rather than a cash sale decision. The net change in reported beneficial ownership moves from 55,132 to 50,527 shares after withholding. For investors, this is a routine, non-disruptive insider event with no indication of opportunistic selling.

Corporate Governance Expert

TL;DR: The filing shows standard RSU vesting and tax withholding, consistent with typical executive compensation mechanics.

The filing clarifies that two RSU schedules vested in part on 09/02/2025 and that shares were withheld to satisfy income tax obligations. The explanations indicate staged vesting schedules (quarterly installments) with prior vesting dates listed, which is consistent with structured retention incentives. There is no evidence here of discretionary share sales or material governance events; disclosures appear complete for the transactions reported.

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).

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^*

Ozgen Mustafa

(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)
	Pres, Devices, Prod, and Tech

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		11,700	A	$0	55,132	D
Class A Common Stock	09/02/2025		F		4,605(1)	D	$95.86	50,527	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			4,910	(3)	(3)	Class A Common Stock	4,910	$0.0	19,639	D
Restricted Stock Unit	(2)	09/02/2025		M			6,790	(4)	(4)	Class A Common Stock	6,790	$0.00	54,318	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 twelve substantially equal quarterly installments. The first installment vested on November 15, 2023.

4. This RSU vests in twelve 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.
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 transactions did Ozgen Mustafa report on the Form 4 for ROKU?

The filing reports the vesting of 11,700 Class A shares (RSUs) on 09/02/2025 and the withholding/disposition of 4,605 shares at $95.86 to satisfy tax obligations.

How many RSU units vested and what are their schedules?

Two RSU grants vested: 4,910 units (vesting in 12 quarterly installments, first installment Nov 15, 2023) and 6,790 units (vesting in 12 quarterly installments, first installment Nov 15, 2024).

What was the reporting person's beneficial ownership after the transactions?

The filing shows beneficial ownership of 55,132 shares after the acquisition event and 50,527 shares after the withholding/disposition.

Why were shares disposed of in this filing?

The filing states that 4,605 shares were withheld by the issuer to satisfy income tax withholding and remittance obligations related to the RSU vesting.

Does this Form 4 indicate open-market selling by the insider?

No. The disposition reflects tax withholding by the issuer tied to RSU vesting, not an open-market sale initiated by the reporting person.