ROKU Insider Sale: 25,000 Shares Disposed Under 10b5-1 Plan

Rhea-AI Filing Summary

Roku, Inc. Form 4: Anthony J. Wood reported transactions dated 09/18/2025. The filing shows he acquired 25,000 Class B shares and simultaneously sold 25,000 Class A shares from the Wood 2017 Revocable Trust at $100 per share under a 10b5-1 plan. The filing lists multiple indirect holdings across trusts and annuity vehicles, including 42,500, 2,754, 64,976, 173,129, 143,250, and 81,445 shares, and reports 16,753,111 Class A shares beneficially owned by the Wood 2017 Revocable Trust following the transactions. The form is signed by an attorney-in-fact.

Positive

• Sale executed under a 10b5-1 plan, indicating a prearranged trading schedule and compliance with insider trading rules
• Detailed disclosure of indirect holdings across trusts and annuity vehicles, improving transparency

Negative

• Insider sale of 25,000 Class A shares at $100, which represents a realized disposition by the reporting person

Insights

Financial Analyst

TL;DR: Insider sold 25,000 Class A shares at $100 under a prearranged 10b5-1 plan; sizable indirect holdings remain disclosed.

The transaction shows a planned disposition rather than an opportunistic trade, as the sale was executed pursuant to a 10b5-1 plan. The filing also records a concurrent acquisition of 25,000 Class B shares that are convertible to Class A shares, and multiple indirect holdings across trusts and annuity vehicles. The reported 16,753,111 Class A shares attributed to the Wood 2017 Revocable Trust indicates continued substantial beneficial ownership. From a capital-structure perspective, the conversion feature of Class B shares and the trustee-held positions are relevant for voting and control considerations.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements and documents use of a 10b5-1 trading plan and conversion mechanics for Class B shares.

The Form 4 provides required transparency: it indicates the sale was pursuant to a 10b5-1 plan and explains Class B conversion terms. Signature by an attorney-in-fact is included. The filing lists the nature of indirect beneficial ownership across named trusts and annuity trusts, which is important for assessing control and voting rights. No amendment flag is indicated; the filing appears procedural and compliant based on the disclosed items.

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
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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).

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)
09/18/2025

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	09/18/2025		C		25,000(1)	A	(1)	25,000	I	Wood 2017 Revocable Trust
Class A Common Stock	09/18/2025		S		25,000(2)	D	$100	0	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								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	$0	09/18/2025		C			25,000(1)	(1)	(1)	Class A Common Stock	25,000	$0	16,753,111	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.

	/s/ Renee Strandness, attorney-in-fact	09/19/2025
	** 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 transaction did Anthony J. Wood report on the Form 4 for ROKU?

Mr. Wood reported an acquisition of 25,000 Class B shares and a sale of 25,000 Class A shares consummated on 09/18/2025.

Was the sale conducted under a 10b5-1 trading plan?

Yes. The filing indicates the sale of 25,000 shares was made pursuant to Mr. Wood's 10b5-1 plan.

What price was reported for the sold shares?

The Form 4 reports the sale price as $100 per share for the 25,000 Class A shares sold.

How many Class A shares does the Wood 2017 Revocable Trust report beneficially owning after the transaction?

The Wood 2017 Revocable Trust is reported as beneficially owning 16,753,111 Class A shares following the reported transactions.

Are the reported Class B shares convertible to Class A shares?

Yes. The filing explains each Class B share is convertible at any time by the reporting person into one Class A share and outlines automatic conversion triggers.