Quarterly report
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☑ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 10 - Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30 , 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number : 001-38211 Delaware Roku , Inc. ( Exact name of Registrant as specified in its charter ) 4841 26-2087865 ( State or other jurisdiction of incorporation or organization ) ( Primary standard industrial code number ) 1173 Coleman Avenue San Jose , California 95110 408 ) 556-9040 ( I.R.S. employer identification no . ) ( Address , including zip code , and telephone number , including area code , of Registrant's principal executive offices ) Securities registered pursuant to Section 12 b ) of the Act : Title of each class Class A Common Stock , $ 0.0001 par value Trading Symbol s ) ROKU Securities registered pursuant to Section 12 g ) of the Act : None Name of each exchange on which registered The Nasdaq Global Select Market Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities E change Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes ✔ No □ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the E change Act Large Accelerated Filer Non - accelerated filer > ☐ Accelerated Filer Smaller reporting company Emerging Growth Company If an emerging growth company , indicate by check mark if the registrant has elected not to use the e tended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the E change Act . ☐ Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes ☐ No ☑ ☐ ☐ ☐ As of July 31 , 202 , the registrant had outstanding 132,050,905 shares of Class A common stock , $ 0.0001 par value per share and 1,3 8,0 stock , $ 0.0001 par value per share . shares of Class B common
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TABLE OF CONTENTS Page PART I FINANCIAL INFORMATION 1 Item 1. Financial Statements ( Unaudited) 1 Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Operations 2 Condensed Consolidated Statements of Comprehensive Income ( Loss) 3 Condensed Consolidated Statements of Stockholders’ Equity 4 Condensed Consolidated Statements of Cash Flows Notes to Condensed Consolidated Financial Statements 8 1. The Company 8 2. Summary of Significant Accounting Policies 9 3. Revenue 10 4. Business Combination 11 5. Goodwill and Intangible Assets 11 6 . Balance Sheet Components 12 7. Content Assets 13 8. Strategic Investments 14 9. Fair Value Disclosure 14 10. Leases 17 11. Debt 18 12. Stockholders’ Equity 19 13. Commitments and Contingencies 21 14. Income Taxes 22 15. Net Income ( Loss) Per Share 22 16 . Segment Information 23 17. Subsequent Event 24 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 Item 3. Quantitative and Qualitative Disclosures About Market Risk 34 Item 4. Controls and Procedures 35 PART II OTHER INFORMATION 35 Item 1. Legal Proceedings 35 Item 1A. Risk Factors 35 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 71 Item 3 Defaults Upon Senior Securities 71 Item 4. Mine Safety Disclosures 71 Item 5. Other Information 72 Item 6 . Exhibits 73 Signatures
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Table of Contents GLOSSARY OF SELECTED TERMS As used in this Quarterly Report on Form 10-Q (“Quarterly Report”), unless the context otherwise requires, references to the following termshave the respective meaning as defined below. Ad-supported Video on Demand (AVOD): Streaming on-demand content supported by advertising that does not charge a fee to the viewer. Apps: Primarily refers to the direct-to-consumer streaming applications on the Roku platform (e.g., The Roku Channel or Netflix).We also use “apps” to refer to mobile applications (such as our Roku mobile app). Average Revenue per User (ARPU): Platform revenue for the trailing four quarters divided by the average of the number of StreamingHouseholds at the end of the current period and the end of the corresponding period in the prior year. Demand-side platform (DSP): Programmatic advertising technology that allows advertisers and advertising agencies to buy advertising inventoryacross multiple platforms and publishers through one interface. FAST: Free, ad-supported linear streaming TV, which does not include on-demand content. Licensed Roku TV partners: TV original equipment manufacturers (“OEMs”) that license the Roku TV OS and leverage our smart TV referencedesigns to build TVs. Premium Subscriptions: Subscription-based streaming services (e.g., Paramount+) from content partners offered through The Roku Channel. Roku-made TVs: TVs powered by the Roku TV OS that are designed, made, and sold by Roku. Roku-made TVs include the Roku Select, Roku Plus,and Roku Pro Series TVs, as well as Hiro Roku TVs. Roku Experience: The user experience on the Roku platform, representing all the features that Roku builds and operates toengage, delight, and help our viewers easily find great entertainment. Roku Home Screen: The first screen the viewer sees when they begin streaming with a Roku streaming device. The viewer is also returned to theRoku Home Screen by pressing the home button on the Roku remote or when exiting apps. Roku Home Screen Menu: The left-hand navigation bar on the Roku Home Screen. Roku media: Ad inventory sold by Roku, either directly or indirectly, on our home screen, in our owned and operated streaming apps, or in third-party streaming apps. Roku Originals: Original content programming created by Roku. Roku TV OS (or Roku platform): Roku operating system that is purpose built for TV and powers Roku streaming devices. Roku TV models: TVs powered by the Roku TV OS that are made and sold by our licensed Roku TV partners. Supply-side platform (SSP): Programmatic advertising technology that enables publishers to sell their advertising inventory to multiple demandsources. Streaming: The distribution of video, music, or other media content via the internet. Streaming device: Any device that enables TV streaming. Roku streaming devices include Roku streaming players, Roku TVmodels, and Roku-made TVs. Streaming Hours: The aggregate amount of time streaming devices stream on Roku’s platform in a given period. See Item 2, Management’sDiscussion and Analysis of Financial Condition and Results of Operations, Key Performance Metrics and Non-GAAP Measures, elsewhere in thisQuarterly Report for additional detail. Streaming Households: The number of distinct user accounts that have streamed on our platform within the last 30 days of the period. Streaming platform: The technology that delivers the viewer experience and streaming apps (e.g., The Roku Channel and Netflix) over aninternet connection to a user’s TV. Streaming players: A device that connects to a TV via an HDMI connection to enable TV streaming (such as the Roku StreamingStick, Roku Ultra, and Roku Streambar SE). Smart TV: A television that is connected to the internet through an operating system (e.g., the Roku TV OS). Subscription Video on Demand (SVOD): Streaming content that is available on demand, requires a paid subscription, and can be ad-supported or ad-free. TV streaming: The act of streaming content over the internet on a TV. The Roku Channel (TRC): A Roku owned and operated streaming service. The Roku Channel aggregates three types of content—AVOD, FAST, and Premium Subscriptions—within The Roku Channel app and through viewing experiences integrated throughout the Roku platform (e.g., Live TVon the Roku Home Screen Menu).
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Table of Contents NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended(“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), about us and our industry that involvesubstantial risks and uncertainties. All statements other than statements of historical facts in this Quarterly Report, including statementsregarding our future results of operations and financial condition, business strategy, and plans and objectives of management for futureoperations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “aim,” “anticipate,”“believe,” “continue,” “could,” “design,” “develop,” “estimate,” “expect,” “intend,” “maintain,” “may,” “plan,” “potential,” “predict,” “project,”“seek,” “should,” “will,” “would,” “target,” or similar expressions and their negatives. The foregoing may not encompass all of the forward-looking statements made in this Quarterly Report. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available. They aresubject to a number of known and unknown risks, uncertainties, and assumptions, including risks described in the section titled “Risk Factors”and elsewhere in this Quarterly Report, regarding, among other things: • our financial performance, including our revenue, cost of revenue, operating expenses, profitability, and key performance metrics;• our expectations and statements regarding the proposed transaction with Fox Corporation; • the impact of business and macroeconomic conditions and uncertainties, such as volatility in financial markets, tariffs, inflation,interest rates, recessions, geopolitical conflicts, and changes in economic and government policies, on our business, operations, andthe markets and communities in which we and our advertisers, partners, licensees, manufacturers, suppliers, retailers, and viewersoperate;• our ability to attract and retain viewers and increase Streaming Hours;• our ability to attract and retain advertisers to purchase advertising on our streaming platform;• our ability to attract and retain TV brands and manufacturing partners to license and deploy our technology;• our ability to produce or acquire rights to distribute popular content on our streaming platform on favorable terms, or at all, includingthe renewals of our existing agreements with content partners;• changes in TV viewing habits and the growth of TV streaming;• the growth of our relevant markets, including the growth in advertising spend on TV streaming platforms, and our ability tosuccessfully grow our business in those markets;• our ability to adapt to changing market conditions and technological developments, including our ability to successfully incorporateartificial intelligence into our operations, products, and services;• our ability to develop and launch new products and provide ancillary services and support;• our ability to integrate and realize the anticipated benefits of acquired businesses, products, and technologies;• our ability to expand our products and services into adjacent markets and profitably scale our operations;• our ability to compete effectively with existing competitors and new market entrants;• our ability to successfully manage domestic and international expansion;• our ability to attract and retain qualified employees and key personnel;• our ability to address potential and actual cybersecurity incidents and system failures involving our products, systems, and operations;• our ability to maintain, protect, and enhance our intellectual property;• our ability to obtain financing on favorable terms, or at all;• our ability to manage the selling prices of our products to increase Streaming Households, and, in turn, increase Platform revenueand Platform gross profit; and• our ability to comply with laws and regulations that currently apply or may become applicable to our business both in the UnitedStates and internationally, such as privacy and data protection regulations, among others. Other sections of this Quarterly Report may include additional factors that could harm our business and financial performance. Moreover,we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for ourmanagement to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, orcombination of factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events andcircumstances reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in theforward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except asrequired by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this QuarterlyReport or to conform these statements to actual results or to changes in our expectations. You should read this Quarterly Report, and thedocuments referenced in and filed as exhibits to this Quarterly Report, with the understanding that our actual future results, levels of activity,performance, and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by thesecautionary statements. Investors and others should note that we may announce material business and financial information to our investors using our investorrelations website (roku.com/investor), our blog (roku.com/blog), U.S. Securities and Exchange Commission (“SEC”) filings, webcasts, pressreleases, and conference calls. We use these mediums to communicate with investors and the general public about our company, our productsand services, and other issues. It is possible that the information that we make available may be deemed to be material information. Wetherefore encourage investors, the media, and others interested in our company to review the information that we post on our investor relationswebsite. Roku, the Roku logo, and other trade names, trademarks, or service marks of Roku appearing in this report are the property of Roku.Trade names, trademarks, and service marks of other companies appearing in this report are the property of their respective holders.Information contained on or accessible through the websites listed above is not incorporated by reference nor otherwise included in thisQuarterly Report, and any references to these websites are intended to be inactive textual references only.
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Table of Contents PART I—FINANCIAL INFORMATION Item 1. Financial Statements ROKU, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except par value data) (unaudited) As of June 30, 2026 December 31, 2025 Assets Current assets: Cash and cash equivalents $ 2,001,815 $ 1,587,068 Short-term investments 555,387 730,213 Accounts receivable, net of allowances of $51,129 and $80,448 as of June 30, 2026 and December 31, 2025, respectively 776 ,6 03 879,871 Inventories 116 ,424 114,6 42 Prepaid expenses and other current assets 156 ,120 89,71 Total current assets 3,6 06 ,349 3,401,510 Property and equipment, net 155,052 173,577 Operating lease right-of-use assets 237,518 26 0,341 Content assets, net 151,620 16 7,908 Intangible assets, net 42,472 50,207 Goodwill 309,406 309,40 Other non-current assets 70,129 70,534 Total Assets $ 4,572,546 $ 4,433,483 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 16 7,197 $ 158,640 Accrued liabilities 96 7,334 957,983 Deferred revenue, current portion 123,704 120,912 Total current liabilities 1,258,235 1,237,535 Deferred revenue, non-current portion 25,400 28,848 Operating lease liability, non-current portion 386 ,410 435,899 Other long-term liabilities 79,049 73,25 Total Liabilities 1,749,094 1,775,538 Commitments and contingencies (Note 13) Stockholders’ Equity: Common stock, $0.0001 par value 15 15 Additional paid-in capital 4,225,241 4,145,485 Accumulated other comprehensive income (loss) ( 424) 1,039 Accumulated deficit ( 1,401,380) ( 1,488,594) Total stockholders’ equity 2,823,452 2,6 57,945 Total Liabilities and Stockholders’ Equity $ 4,572,546 $ 4,433,483 See accompanying Notes to Condensed Consolidated Financial Statements 1
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Table of Contents ROKU, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Net revenue: Platform: Advertising $ 6 72,816 $ 539,053 $ 1,285,521 $ 1,021,87 Subscriptions 548,153 436 ,418 1,06 6 ,6 78 834,412 Total Platform 1,220,96 9 975,471 2,352,199 1,856 ,288 Devices 133,721 135,56 7 251,370 275,422 Total net revenue 1,354,6 90 1,111,038 2,6 03,56 9 2,131,710 Cost of revenue: Platform: Advertising 252,778 237,405 494,514 449,829 Subscriptions 321,439 240,390 6 26 ,848 444,472 Total Platform 574,217 477,795 1,121,36 2 894,301 Devices 106 ,777 135,585 243,575 294,70 Total cost of revenue 6 80,994 6 13,380 1,36 4,937 1,189,007 Gross profit ( loss): Platform: Advertising 420,038 301,6 48 791,007 572,047 Subscriptions 226 ,714 196 ,028 439,830 389,940 Total Platform 6 46 ,752 497,6 76 1,230,837 96 1,987 Devices 26 ,944 ( 18) 7,795 ( 19,284) Total gross profit 6 73,6 96 497,6 58 1,238,6 32 942,703 Operating expenses: Research and development 179,6 80 178,017 36 9,172 36 2,59 Sales and marketing 223,223 243,256 444,444 46 6 ,949 General and administrative 124,6 18 99,718 227,06 9 194,221 Total operating expenses 527,521 520,991 1,040,6 85 1,023,7 Income ( loss) from operations 146 ,175 ( 23,333) 197,947 ( 81,0 3) Other income, net: Interest expense ( 475) ( 46 0) ( 1,099) ( 893) Other income, net 23,6 91 28,46 6 6 1,188 46 ,115 Total other income, net 23,216 28,006 6 0,089 45,222 Income ( loss) before income taxes 16 9,391 4,6 73 258,036 ( 35,841) Income tax expense ( benefit) 5,175 ( 5,830) 8,120 ( 18,913) Net income ( loss) $ 16 4,216 $ 10,503 $ 249,916 $ ( 16 ,928) Net income ( loss) per share — basic $ 1.11 $ 0.07 $ 1.6 9 $ ( 0.12) Net income ( loss) per share — diluted $ 1.08 $ 0.07 $ 1.6 5 $ ( 0.12) Weighted-average common shares outstanding — basic 147,972 146 ,888 147,742 146 ,545 Weighted-average common shares outstanding — diluted 151,895 149,6 75 151,46 1 146 ,545 See accompanying Notes to Condensed Consolidated Financial Statements 2
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Table of Contents ROKU, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) (unaudited) Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Net income ( loss) $ 16 4,216 $ 10,503 $ 249,916 $( 1 ,928) Other comprehensive income ( loss), net of tax: Foreign currency translation adjustment 6 9 2,190 ( 1,46 3) 3,171 Comprehensive income ( loss) $ 16 4,285 $ 12,6 93 $ 248,453 $( 13,757) See accompanying Notes to Condensed Consolidated Financial Statements 3
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Table of Contents ROKU, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) (unaudited) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' EquityThree Months Ended June 30, 2026 Shares Amount Balance-March 31, 2026 147,584 $ 15 $ 4,174,436 $ ( 493) $( 1,502,894) $ 2,6 71,0 4 Issuance of common stock pursuant to equity incentive plans 1,804 — 34,797 — — 34,797 Stock-based compensation expense — — 75,321 — — 75,321 Shares withheld for taxes related to net share settlement of equity awards ( 46 1) — ( 59,313) — — ( 59,313) Repurchases and retirement of common stock ( 534) — — — ( 6 2,702) ( 6 2,702) Foreign currency translation adjustment — — — 6 9 — 9 Net income — — — — 16 4,216 16 4,21 Balance-June 30, 2026 148,393 $ 15 $ 4,225,241 $ ( 424) $( 1,401,380) $ 2,823,452 Six Months Ended June 30, 2026 Balance-December 31, 2025 147,850 $ 15 $ 4,145,485 $ 1,039 $( 1,488,594) $ 2,6 57,945 Issuance of common stock pursuant to equity incentive plans 3,077 — 36 ,586 — — 36 ,58 Stock-based compensation expense — — 154,003 — — 154,003 Shares withheld for taxes related to net share settlement of equity awards ( 985) — ( 110,833) — — ( 110,833) Repurchases and retirement of common stock ( 1,549) — — — ( 16 2,702) ( 16 2,702) Foreign currency translation adjustment — — — ( 1,46 3) — ( 1,4 3) Net income — — — — 249,916 249,91 Balance-June 30, 2026 148,393 $ 15 $ 4,225,241 $ ( 424) $( 1,401,380) $ 2,823,452 4
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Table of Contents Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' EquityThree Months Ended June 30, 2025 Shares Amount Balance—March 31, 2025 146 ,6 57 $ 15 $ 3,980,854 $ ( 756 ) $( 1,454,404) $ 2,525,709 Issuance of common stock pursuant to equity incentive plans 1,126 — 511 — — 511 Stock-based compensation expense — — 84,6 40 — — 84, 40 Shares withheld for taxes related to net share settlement of equity awards ( 452) — ( 33,001) — — ( 33,001) Foreign currency translation adjustment — — — 2,190 — 2,190 Net income — — — — 10,503 10,503 Balance-June 30, 2025 147,331 $ 15 $ 4,033,004 $ 1,434 $ ( 1,443,901) $ 2,590,552 Six Months Ended June 30, 2025 Balance—December 31, 2024 145,910 $ 15 $ 3,921,432 $ ( 1,737) $ ( 1,426 ,973) $ 2,492,737 Issuance of common stock pursuant to equity incentive plans 2,352 — 2,946 — — 2,94 Stock-based compensation expense — — 180,134 — — 180,134 Shares withheld for taxes related to net share settlement of equity awards ( 931) — ( 71,508) — — ( 71,508) Foreign currency translation adjustment — — — 3,171 — 3,171 Net loss — — — — ( 16 ,928) ( 16 ,928) Balance-June 30, 2025 147,331 $ 15 $ 4,033,004 $ 1,434 $ ( 1,443,901) $ 2,590,552 See accompanying Notes to Condensed Consolidated Financial Statements 5
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Table of Contents ROKU, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Six Months Ended June 30, 2026 June 30, 2025 Cash flows from operating activities: Net income ( loss) $ 249,916 $ ( 16 ,928) Adjustments to reconcile net income ( loss) to net cash provided by operating activities: Depreciation and amortization 32,033 32,073 Stock-based compensation expense 154,003 180,134 Amortization of right-of-use assets 24,6 74 23,83 Amortization and write-off of content assets 100,536 101,003 Foreign currency remeasurement ( gains) losses 1,017 ( 112) Change in fair value of strategic investment in convertible promissory notes — 3,100 Impairment of assets 4,920 2,870 Provision for credit losses 2,530 1,414 Other items, net ( 11,927) 849 Changes in operating assets and liabilities: Accounts receivable 100,221 189,024 Inventories ( 1,782) 45,57 Prepaid expenses and other current assets ( 6 0,238) ( 21,115) Content assets and liabilities, net ( 97,701) ( 91,3 1) Other non-current assets ( 7,028) 5,8 4 Accounts payable 9,335 ( 114,583) Accrued liabilities 35,511 ( 48,955) Operating lease liabilities ( 55,36 1) ( 38,523) Other long-term liabilities 3,781 ( 6 ,797) Deferred revenue ( 6 56 ) 1,09 Net cash provided by operating activities 483,784 248,4 5 Cash flows from investing activities: Purchases of property and equipment ( 6 ,904) ( 3,053) Purchase of business, net of cash acquired — ( 95,090) Sale ( Purchase) of strategic investment 18,399 ( 7,000) Purchases of short-term investments ( 425,000) — Sales and maturities of short-term investments 6 00,000 — Repayments of convertible promissory notes — 10,000 Net cash provided by ( used in) investing activities 186 ,495 ( 95,143) Cash flows from financing activities: Proceeds from equity issued under incentive plans 36 ,586 2,94 Taxes paid related to net share settlement of equity awards ( 110,833) ( 71,508) Repurchases of common stock ( 16 2,702) — Payment of contingent consideration ( 15,210) — Other ( 236 ) — Net cash used in financing activities ( 252,395) ( 6 8,5 2) Net increase in cash and cash equivalents 417,884 84,7 0 Effect of exchange rate changes on cash and cash equivalents ( 3,137) 7,877 Cash and cash equivalents — beginning of period 1,587,06 8 2,16 0, 39 Cash and cash equivalents — end of period $ 2,001,815 $ 2,253,27 See accompanying Notes to Condensed Consolidated Financial Statements 6
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Table of Contents ROKU, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED (in thousands) (unaudited) Six Months Ended June 30, 2026 June 30, 2025 Supplemental disclosures of cash flow information: Cash paid for interest $ 86 9 $ 347 Cash paid for (refunded from) income taxes, net $ ( 2,426 ) $ 10,123 Supplemental disclosures of non-cash investing and financing activities: Non-cash contingent consideration for business combination $ — $ 6 5,815 Unpaid portion of property and equipment purchases $ 204 $ 3 8 See accompanying Notes to Condensed Consolidated Financial Statements 7
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Table of Contents ROKU, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. THE COMPANY Organization and Description of Business Roku, Inc. ( the “Company,” or “Roku”), was formed in October 2002 as Roku LLC under the laws of the State ofDelaware. On February 1, 2008, Roku LLC was converted into Roku, Inc., a Delaware corporation. Effective in the first quarter of 2026 , the Company’s reportable segments changed. The Company now manages and reports itsoperating results through three reportable segments defined by: Advertising, Subscriptions, and Devices. Previously, the Companyreviewed and managed the new Advertising and Subscriptions segments as a combined Platform segment. This change was made to reflect the Company’s ongoing evaluation and monitoring of its business, including changes made to both internal reporting and theinformation reported to the Chief Executive Officer, who serves as Chief Operating Decision Maker( “CODM”). Prior period segment financial information has been retrospectively adjusted to reflect these changes. Proposed Transaction with Fox Corporation On June 14, 2026 , the Company entered into an Agreement and Plan of Merger ( the “Merger Agreement”), by andamong the Company, Fox Corporation ( “Fox”), and two wholly owned subsidiaries ofFox, Falcon Merger Sub 1, Inc. and Falcon Merger Sub 2, LLC. Pursuant to the Merger Agreement, and subject to thesatisfaction or waiver of the conditions specified therein, Merger Sub 1 will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Fox, and immediately thereafter and as the second step in a singleintegrated transaction, the Company will merge with and into Merger Sub 2, with Merger Sub 2 surviving as a wholly owned subsidiary ofFox ( collectively, the “Mergers”). Capitalized terms used but not defined herein have the meaningsspecified in the Merger Agreement. At the effective time of the First Merger ( the “Effective Time”), each share of Class A common stock, par value $0.0001per share, and Class B common stock, par value $0.0001 per share, of the Company ( together, “Company common stock”),outstanding immediately prior to the Effective Time ( subject to certain exceptions, including shares of the Company common stock owned by stockholders of the Company who have not voted in favor of the adoption of the MergerAgreement and have properly exercised appraisal rights in accordance with Section 26 2 of the General CorporationLaw of the State of Delaware ( the “DGCL”)) will be converted into the right to receive ( i) 0.96 93 ( the“Exchange Ratio”) of a share of Class A common stock, par value $0.01 per share, of Fox ( “Fox Class A common stock”), without interest, and ( ii) $96 .00 in cash, without interest( the “Per Share Cash Amount”), subject to applicable withholding taxes ( clauses( i) and ( ii), collectively, the “Merger Consideration”). The Exchange Ratio and the Per ShareCash Amount are subject to adjustment in certain limited circumstances relating to Roku stockholders who exercise appraisal rights. No fractional shares of Fox Class A common stock will be issued to Roku stockholders in connectionwith the Mergers, but instead a whole number of shares of Fox Class A common stock equal to the sum of allfractional shares of Fox Class A common stock that would have been issued in connection with the Mergers will beissued to the exchange agent and sold on behalf of Roku stockholders, and Roku stockholders will receive cash in lieu of any fractional shares of Fox Class A common stock. If the Mergers are consummated, the Company’s Class A common stock will be delisted from The Nasdaq Global Select Market andderegistered under the Exchange Act. It is anticipated that, based on the Exchange Ratio, formerCompany stockholders will own approximately 27% of the combined company on a pro forma basis upon the completion of the Mergers. Completion of the Mergers is subject to certain closing conditions, including the requisite approvals of the stockholders of each ofthe Company and Fox, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 , as amended ( the “HSR Act”), the receipt of consents or approvalsunder certain other antitrust and investment screening laws, the effectiveness of the registration statement pursuant to which shares ofFox Class A common stock to be issued in the Mergers will be registered with the Securities andExchange Commission ( “SEC”), and the satisfaction of other customary closing conditions. The Company currently anticipates the transaction will close in the first half of 2027. 8
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Table of Contents 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements, which include the accounts of Roku and its wholly-owned subsidiaries, havebeen prepared in conformity with accounting principles generally accepted in the United States ( “U.S. GAAP”) and applicablerules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in thefinancial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements containedin the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 13, 202( the “Annual Report”), and the Form 8-K filed with the SEC on June 18, 2026 , which recasts applicable disclosures of the2025 Annual Report to reflect changes in the Company’s reportable segments. The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financialstatements as of that date but does not include all of the information and footnotes included in the Company’s Annual Report. Theinterim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management,necessary to fairly present the information set forth herein. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the operating results to be expected for the full year or anyfuture periods. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts reported in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current periodpresentation. There have been no material changes to the accounting policies disclosed in the audited consolidated financial statements and therelated notes for the year ended December 31, 2025. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in accordance with U.S. GAAP requiresmanagement to make certain estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, net revenue,and expenses. Significant items subject to such estimates and assumptions include: • revenue recognition: determining the nature and timing of satisfaction of performance obligations, variable consideration,determining the stand-alone selling prices of performance obligations, and evaluation of customer versus vendorrelationships; • the impairment of long-lived assets; • inventory reserves; • valuation of consideration transferred, assets acquired, and liabilities assumed in connection with business combinations( see Note 4); • valuation of strategic investments ( see Note 9); • useful lives of tangible and intangible assets; • allowances for sales returns and sales incentives; and • the valuation of deferred income tax assets. The Company bases its estimates on historical experience and on various other assumptions that the Companybelieves to be reasonable under the circumstances. Actual results may differ from the Company’s estimates and assumptions. Inventories The Company’s inventories consist primarily of finished goods and are stated at the lower of cost or net realizable value with cost determined on a first-in, first-out basis. Provisions are made if the cost of the inventories exceeds their net realizablevalue. The Company evaluates inventory levels for excess and obsolete products, based on its assessment of futuredemand and market conditions. The Company recognized inventory provisions charged to the Cost of revenue, devices, of $20.1 millionand $3.6 million for the three months ended June 30, 2026 and 2025, respectively, and $40.8 million and $10.4 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the endinginventory reserve was $35.0 million and $29.3 million, respectively. 9
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Table of Contents Recently Adopted Accounting Pronouncements In July 2025, the Financial Accounting Standards Board ( "FASB") issued Accounting Standards Update ( “ASU") 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable andContract Assets ( “ASU 2025-05”), which introduces a practical expedient for the application of thecurrent expected credit loss model to current accounts receivable and contract assets. The Company adopted thisguidance prospectively effective January 1, 2026 and elected the practical expedient provided by ASU 2025-05. In accordance with this practical expedient, for current accounts receivable and contract assets, the Company assumesthat current conditions as of the balance sheet date do not change for the remaining life of the asset. The adoption did not have amaterial impact on the Company’s consolidated financial statements. Recent Accounting Pronouncements In September 2025, the FASB issued ASU 2025-06 , Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):Targeted Improvements to the Accounting for Internal-Use Software, which simplifies the capitalization guidance by removing allreferences to software development project stages so that the guidance is neutral to different software development methods. Theguidance is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years on a retrospective, modified, or prospective basis. The Company is currently in the process of evaluating the effects of the new guidance. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses, which requires additional disclosures of specific expense categories in the notes to the financial statements on an annual and interim basis. The guidance is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027 on a retrospective or prospective basis. The Company is currently in the process of evaluating the effects of the new guidance. 3. REVENUE The Company’s disaggregated revenue is represented by the three reportable segments discussed in Note 16 . The contract balances include the following ( in thousands): As of June 30, 2026 December 31, 2025 Accounts receivable, net $ 776 ,6 03 $ 879,871 Contract assets ( included in Prepaid expenses and other current assets) 4,724 995 Deferred revenue: Deferred revenue, current portion 123,704 120,912 Deferred revenue, non-current portion 25,400 28,848 Total deferred revenue $ 149,104 $ 149,7 0 The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets are created when invoicingoccurs subsequent to revenue recognition. Contract assets are transferred to accounts receivable when the right to invoice becomesunconditional. The Company’s contract assets are current in nature and are included in Prepaid expenses and othercurrent assets. Contract assets increased by $3.7 million during the six months ended June 30, 2026 due to the timing of billing to customers. Deferred revenue reflects consideration invoiced prior to the completion of performance obligations and revenue recognition.Deferred revenue decreased by $0.7 million during the six months ended June 30, 2026 primarily due to timing of fulfillment of performance obligations related to advertising arrangements. Revenue recognized during the three and six months ended June 30, 2026 from amounts included in totaldeferred revenue as of December 31, 2025 was $23.9 million and $78.3 million, respectively. Revenue recognized during the three andsix months ended June 30, 2025 from amounts included in total deferred revenue as of December 31, 2024 was $15.2 million and $6 0.2 million, respectively. Revenue allocated to remaining performance obligations represents estimated contracted revenue that has not yet beenrecognized which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. Remainingperformance obligations exclude contracts with original expected terms of one year or less. Estimated contracted revenue for these remaining performance obligations was $6 26 .8 million as of June 30, 2026 , of which theCompany expects to recognize approximately 54% over the next 12 monthsand the remainder thereafter. Revenue recognized from performance obligations that were satisfied in previous periods due to changes in the estimated transaction price of the Company’s revenue contracts was not significant during the three and six months endedJune 30, 2026 and 2025. 10
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Table of Contents Customer J accounted for 12% of total net revenue in each of the three and six months ended June 30, 202and 2025, which were primarily attributable to the Advertising segment. Revenue by geography is determined based on the location where the Company’s products and services are delivered. Revenue ininternational markets was less than 10% in each of the periods presented. 4. BUSINESS COMBINATION On May 9, 2025 ( the “Acquisition Date”), the Company acquired all of the outstanding shares of Frndly TV, Inc. ( “Frndly TV”), a subscription streaming service that offers live TV, on-demand video, and cloud-based DVR for an affordable price. The total purchase consideration ( the “Purchase Consideration”) was $16 9.8 million, consisting primarily of cash of $103.6 million and the fair value of contingent consideration of $6 5.8 million. The acquisition supports the Company’s focus on growing Subscriptions revenue and Roku-billed subscriptions. The Company will pay contingent consideration of up to $75.0 million in cash upon the achievement of certain performancemetrics and milestones over the two years following the Acquisition Date. See Note 9 for details on the fair value of the contingent consideration. The allocation of the Purchase Consideration primarily consisted of $147.9 million of goodwill, $46 .0 million in intangible assets,and $24.1 million of other assets acquired and liabilities assumed. The operations of Frndly TV are included in the Company’s operatingresults beginning on the Acquisition Date. Historical and pro forma disclosures are not provided as the historical operating results of Frndly TV were not material. 5. GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill represents the excess of purchase consideration in a business combination over the fair value of tangible and intangible assets acquired net of the liabilities assumed. As of June 30, 2026 and December 31, 2025 the Company has$188.8 million of goodwill related to the Advertising segment and $120.6 million of goodwill related to the Subscriptions segment. Intangible Assets The following tables summarize the Company’s intangible assets for the periods presented ( in thousands,except years): As of June 30, 2026 GrossCarryingAmount Accumulated Amortization NetCarryingAmount Weighted-AverageUseful Lives(in years) Developed technology $ 73,36 7 $ ( 72,030) $ 1,337 5.9 Customer relationships 46 ,100 ( 27,292) 18,808 .3 Tradename 34,400 ( 14,232) 20,16 8 7.9 Patents 4,076 ( 1,917) 2,159 14.0 Total Intangible assets $ 157,943 $( 115,471) $ 42,472 .7 As of December 31, 2025 GrossCarryingAmount Accumulated Amortization NetCarryingAmount Weighted-AverageUseful Lives(in years) Developed technology $ 73,36 7 $ ( 71,138) $ 2,229 5.9 Customer relationships 46 ,100 ( 22,995) 23,105 .3 Tradename 34,400 ( 11,832) 22,56 8 7.9 Patents 4,076 ( 1,771) 2,305 14.0 Total Intangible assets $ 157,943 $( 107,736 ) $ 50,207 .7 The Company amortizes the fair value of intangible assets over their estimated useful lives in proportion to the economic benefitsreceived. Amortization expense related to intangible assets was approximately $3.7 million and $5.5 million for the three months ended June 30, 2026 and 2025, respectively, and $7.7 million and $9.0 million for thesix months ended June 30, 2026 and 2025, respectively. 11
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Table of Contents The Company recorded amortization of developed technology in Cost of revenue, advertising, recorded amortization of customerrelationships and tradename in Sales and marketing expenses, and recorded amortization of patents in General and administrative expenses in the condensed consolidated statements of operations for all periods presented. As of June 30, 2026 , the estimated future amortization expense for intangible assets for thenext five years and thereafter is as follows ( in thousands): Year Ending December 31, 2026 ( remaining 6 months) $ ,9 3 2027 10,507 2028 8,419 2029 7,257 2030 4,884 Thereafter 4,442 Total $ 42,472 6. BALANCE SHEET COMPONENTS Accounts Receivable, net: Accounts receivable, net consisted of the following ( in thousands): As of June 30, 2026 December 31, 2025 Accounts receivable, gross $ 827,732 $ 96 0,319 Less: Allowances Allowance for sales returns 2,76 7 4,539 Allowance for sales incentives 43,475 70,839 Allowance for credit losses 4,804 3,073 Other allowances 83 1,997 Total allowances 51,129 80,448 Accounts receivable, net $ 776 ,6 03 $ 879,871 Customers J and B each accounted for 13% of the Company’s accounts receivable, net balance as of June 30, 2026 and 11% of the Company’s accounts receivable, net balance as of December 31, 2025, respectively. Property and Equipment, net: Property and equipment, net consisted of the following ( in thousands): As of June 30, 2026 December 31, 2025 Computers and equipment $ 53,007 $ 51, 99 Leasehold improvements 288,877 284,748 Internal-use software 5,904 5,904 Office equipment and furniture 36 ,394 3 ,075 Property and equipment, gross 384,182 378,42 Less: Accumulated depreciation and amortization ( 229,130) ( 204,849) Property and equipment, net $ 155,052 $ 173,577 Depreciation and amortization expense for property and equipment assets wasapproximately $10.4 million and $11.4 million for the three months ended June 30, 2026 and 2025, respectively, and$24.3 million and $23.1 million for the six months ended June 30, 2026 and 2025, respectively. 12
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Table of Contents Accrued Liabilities: Accrued liabilities consisted of the following ( in thousands): As of June 30, 2026 December 31, 2025 Revenue share payable $ 302,6 38 $ 311,488 Accrued cost of revenue 180,092 173,171 Marketing, retail, and merchandising expenses 91,480 95,887 Operating lease liability, current 87,708 87,425 Inventory received not billed 6 7,272 20,533 Accrued legal and licensing expenses 30,119 6 8,843 Content liability, current 32,833 42,158 Contingent consideration, current 36 ,16 5 28,110 Other accrued expenses 139,027 130,3 8 Total Accrued liabilities $ 96 7,334 $ 957,983 Other Long-term Liabilities: Other Long-term liabilities consisted of the following ( in thousands): As of June 30, 2026 December 31, 2025 Content liability, non-current $ 5,873 $ 5,078 Contingent consideration, non-current 18,070 40,00 Other long-term liabilities 55,106 28,172 Total Other long-term liabilities $ 79,049 $ 73,25 7. CONTENT ASSETS Content assets, net consisted of the following ( in thousands): As of June 30, 2026 December 31, 2025 Licensed content, net and advances $ 89,459 $ 95,017 Produced content: Released, less amortization 55,742 57,808 Completed, not released 5,574 9,109 In production 7,833 8,039 Total produced content, net 6 9,149 74,95 Total Content assets, net and advances $ 158,6 08 $ 16 9,973 Current portion ( included in Prepaid expenses and other current assets) $ 6 ,988 $ 2,0 5 Non-current portion $ 151,6 20 $ 16 7,908 Amortization of content assets is primarily included in Cost of revenue, advertising in the condensed consolidated statements ofoperations and is as follows ( in thousands): Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Licensed content $ 43,777 $ 42,517 $ 79,810 $ 80,178 Produced content 9,456 10,442 19,170 20,825 Total amortization costs $ 53,233 $ 52,959 $ 98,980 $ 101,003 13
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Table of Contents 8. STRATEGIC INVESTMENTS Investment in Convertible Promissory Notes In June 2022, the Company agreed to provide financing of up to $6 0.0 million in the aggregate in the form of an investment in theconvertible promissory notes of a counterparty with whom the Company has a commercial relationship. The convertible promissorynotes accrued interest at 5% per annum. During the year ended December 31, 2025, the Company received repayment in full from thecounterparty totaling $50.0 million plus interest. The convertible promissory notes contained certain redemption features that met the definition of embedded derivatives andrequired bifurcation. The Company elected to apply the fair value option and account for the hybrid instrument containing the hostcontract and the embedded derivatives at fair value as a single instrument, with any subsequent changes in fair value included in Otherincome, net in the condensed consolidated statements of operations. See Note 9 for additional details on the fair value of the convertible promissory notes. Investment in Preferred Stock In September 2024, the Company invested $20.0 million in cash in exchange for preferred stock in a privately-held company. The Company elected to apply the measurement alternative for equity securities without readily determinable fair values as there are no quoted market prices for the preferred stock. The investment is measured at cost and adjusted to fair value when there isan observable price change from orderly transactions of identical or similar investments, and assessed for impairment whenever eventsor circumstances indicate that the carrying amount may not be recoverable. There were no adjustments recognized in the three and six months ended June 30, 2026 . As of June 30, 2026 , the carrying value of the investment was $20.0 million, and isincluded within Other non-current assets on the condensed consolidated balance sheets. 9. FAIR VALUE DISCLOSURE The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows ( in thousands): As of June 30, 2026 Fair Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 1,131,815 $ 1,131,815 $ — $ — Money market funds 870,000 870,000 — — Short-term investments: Time deposits 555,387 — 555,387 — Total assets measured and recorded at fair value $ 2,557,202 $ 2,001,815 $ 555,387 $ — Liabilities: Accrued liabilities: Contingent consideration $ 36 ,16 5 $ — $ — $ 3 ,1 5 Other long-term liabilities: Contingent consideration 18,070 — — 18,070 Total liabilities measured and recorded at fair value $ 54,235 $ — $ — $ 54,235 14
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Table of Contents As of December 31, 2025 Fair Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 1,007,06 8 $ 1,007,06 8 $ — $ — Money market funds 580,000 580,000 — — Short-term investments: Time deposits 730,213 — 730,213 — Total assets measured and recorded at fair value $ 2,317,281 $ 1,587,06 8 $ 730,213 $ — Liabilities: Accrued liabilities: Contingent consideration $ 28,110 $ — $ — $ 28,110 Other long-term liabilities: Contingent consideration 40,006 — — 40,00 Total liabilities measured and recorded at fair value $ 6 8,116 $ — $ — $ 6 8,11 The following table reflects the changes in the fair value of the contingent consideration measured using Level 3 inputs ( in thousands): Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Beginning balance $ 6 9,805 $ — $ 6 8,116 $ — Acquisition Date fair value — 6 5,815 — 6 5,815 Change in estimated fair value 830 491 2,519 491 Payment ( 16 ,400) — ( 16 ,400) — Ending balance $ 54,235 $ 6 6 ,306 $ 54,235 $ 6 ,30 Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal market( or most advantageous market, in the absence of a principal market) for the asset or liability in an orderly transaction between market participants at the measurement date. Further, the Company maximizes the use of observableinputs and minimizes the use of unobservable inputs in measuring fair value, and utilizes a three-level fair value hierarchy that prioritizesthe inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Financial assets and liabilities measured using Level 1inputs include cash, cash equivalents, restricted cash, accounts receivable, prepaid expenses, accounts payable, andaccrued liabilities. Level 2—Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilitiesin active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quotedprices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means.Financial assets measured using Level 2 inputs include time deposits as of June 30, 2026 and December 31, 2025. Level 3—Unobservable inputs that are supported by little or no market activity, are significant to the fair value of the assets orliabilities and reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset orliability developed based on the best information available in the circumstances. The Company measured its strategic investment in convertible promissory notes using Level 3 inputs. The fair value of the strategic investment in convertible promissory notes on the date of purchase was determined to be equal to its principal amount. The Company recorded an unrealized gain of $3.2 million and an unrealized loss of $3.1 million in Other income, net related to the change in the fairvalue of the strategic investment in convertible promissory notes for the three and six months ended June 30, 2025,respectively. 15
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Table of Contents The Company classified the strategic investment in convertible promissory notes as Level 3 due to the lack of relevant observablemarket data over fair value inputs. The fair value of the strategic investment in convertible promissory notes was estimated using a scenario-based probability weighted discounted cash flow model. Significant assumptions include the discount rate, and the timing andprobability weighting of the various redemption scenarios that impact the settlement of the strategic investment in convertiblepromissory notes. The contingent consideration is related to the Company’s acquisition of Frndly TV in May 2025 ( refer to Note 4). As of the Acquisition Date, the Company measured its contingent consideration using Level 3 inputs. The fair value of the contingentconsideration on the Acquisition Date was determined to be $6 5.8 million. The contingent consideration is subsequently remeasured tofair value at each reporting date until the contingency is resolved, with any changes in fair value included in General and administrativeexpenses in the condensed consolidated statements of operations. The Company classified the contingent consideration as Level 3 due to the lack of relevant observable market data over fair valueinputs. The fair value of the contingent consideration was estimated using a probability weighted discounted cash flow model. Significantassumptions include the probability of achieving certain performance metrics and milestones and the discount rate. The estimated fairvalue is based upon assumptions believed to be reasonable but which are uncertain and involve significant judgment by management. Favorable or unfavorable changes in expectations of achieving the performance metrics and milestones would resultin corresponding increases or decreases in the fair value measurement, while increases or decreases in discount rates would have inverseimpacts on the fair value measurement. Assets and liabilities that are measured at fair value on a non-recurring basis Non-financial assets such as goodwill, intangible assets, property and equipment, operating lease right-of-use assets, and contentassets are evaluated for impairment and adjusted to fair value using Level 3 inputs, only when impairment is recognized. The Company measured the intangible assets acquired from the Frndly TV acquisition at fair value using Level 3 inputs. The fair value of the customer relationships has been estimated using the multi-period-excess-earnings method. The keyvaluation assumptions include the Company’s estimates of customer attrition rates, expected future revenue, profitmargins, and discount rate. The fair value of the tradename has been estimated using the relief-from-royalty method. The key valuationassumptions include the Company’s estimates of expected future revenue, royalty rate, and discount rate. The fair value of the impaired operating lease right-of-use assets and property and equipment were estimated using discountedcash flow models, or the income approach, based on market participant assumptions with Level 3 inputs. The significant assumptionsused in estimating fair value include the expected downtime prior to the commencement of future subleases,projected sublease income over the remaining lease periods, and discount rates that reflect the level of risk associated with the expected future cash flows. 16
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Table of Contents 10. LEASES The Company has entered into operating leases primarily for office real estate. The leases have remaining terms ranging from less than one year to eight years and may include options to extend or terminate the lease. The depreciable life ofoperating lease right-of-use assets is limited by the expected lease term. The components of lease expense are as follows ( in thousands): Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Operating lease expense $ 17,243 $ 18,423 $ 35,150 $ 3 ,220 Variable lease expense 6 ,921 5,996 13,009 12,082 Sublease income ( 6 ,337) ( 5,988) ( 12,374) ( 11,102) Total operating lease expense $ 17,827 $ 18,431 $ 35,785 $ 37,200 Supplemental cash flow information related to leases is as follows ( in thousands): Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 38,540 $ 25,599 $ 6 5,501 $ 50,287 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 6 ,133 $ 5,6 14 $ 7,096 $ 7,874 Decrease in operating lease right-of-use assets due to impairment $ — $ — $ 4,920 $ 2,870 The Company recorded operating lease right-of-use asset impairment charges of $4.9 million and $2.9 million related to the ceased use of certain of its corporate facilities during the six months ended June 30, 2026 and 2025, respectively. These impairment charges are included within operating expense on the condensed consolidated statements of operations and comprehensive income ( loss). Supplemental balance sheet information related to leases is as follows ( in thousands, except leaseterm and discount rate): As of June 30, 2026 December 31, 2025 Operating lease right-of-use assets $ 237,518 $ 26 0,341 Operating lease liability, current ( included in Accrued liabilities) 87,708 87,425 Operating lease liability, non-current 386 ,410 435,899 Total operating lease liability $ 474,118 $ 523,324 Weighted-average remaining term for operating leases ( in years) 5.6 9 .11 Weighted-average discount rate for operating leases 4.12 % 3.99 % 17
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Table of Contents Future lease payments under operating leases as of June 30, 2026 are as follows ( in thousands): Year Ending December 31, Operating Leases 2026 ( remaining 6 months) $ 52,18 2027 102,713 2028 99,501 2029 95,88 2030 74,242 Thereafter 108,74 Total future lease payments 533,274 Less: imputed interest ( 55,897) Less: expected tenant improvement allowance ( 3,259) Total $ 474,118 Non-cancelable sublease proceeds for the fiscal years ending December 31, 2026 ( remaining 6 months), 2027, 2028, and 2029 of $9.3 million, $18.8 million, $18.8 million, and $12.0 million, respectively, are not included in the table above. As of June 30, 2026 , the Company had $2.6 million in commitments relating to operating leases that have not yet commenced. 11. DEBT On September 16 , 2024, the Company entered into a Credit Agreement, by and among the Company, as borrower, certain of theCompany’s subsidiaries, as guarantors, the lenders and issuing banks party thereto, and with Citibank N.A., as administrative agent( the “Credit Agreement”), which provides for ( i) a five-year revolving credit facility in an aggregate principalamount of up to $300.0 million, and ( ii) an uncommitted increase option of up to an additional $300.0 million exercisable upon the satisfaction of certain customary conditions. The Credit Agreement provides for a $100.0 millionsub-facility for the issuance of letters of credit, and certain existing letters of credit were deemed outstanding underthis facility. The Credit Agreement will mature on September 16 , 2029. Proceeds from the Credit Agreement may be used for generalcorporate purposes, including to finance working capital requirements. The Company’s obligations under the Credit Agreement are secured by substantially all the assets of the Company and itssubsidiaries that are guarantors under the Credit Agreement. The Company may prepay, and in certain circumstances, would be requiredto prepay, loans under the Credit Agreement without payment of a premium. The Credit Agreement also contains customaryrepresentations and warranties, customary affirmative and negative covenants, financial covenants requiring the maintenance of a minimum interest coverage ratio and a maximum total net leverage ratio, as well as customary events of default, theoccurrence of which could result in amounts borrowed under the Credit Agreement becoming due and payable and remainingcommitments terminated prior to its scheduled September 16 , 2029 termination date. Debt issuance costs incurred in connection with the Company’s Credit Agreement, which are recorded in Prepaid expenses and other current assets and Other non-current assets, are amortized over the five-year term andrecognized as a component of interest expense in the condensed consolidated statements of operations. The Company had outstanding letters of credit secured by the Credit Agreement of $39.5 million as of June 30, 2026 . As of June 30, 2026 , the Company had not borrowed against the Credit Agreement, and the Company was in compliance with all of thecovenants of the Credit Agreement. (1) ( 1) 18
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Table of Contents 12. STOCKHOLDERS’ EQUITY Preferred Stock The Company has 10 million shares of undesignated preferred stock authorized but not issued with rights and preferencesdetermined by the Company’s Board of Directors ( the “Board”) at the time of issuance of such shares. As of June 30, 202and December 31, 2025, there were no shares of preferred stock issued and outstanding. Common Stock The Company has two classes of authorized common stock, Class A common stock and Class B common stock. Holders of Class Acommon stock are entitled to one vote for each share of Class A common stock held on all matters submitted to a vote of stockholdersand holders of Class B common stock are entitled to ten votes for each share of Class B common stock held on all matters submitted to avote of stockholders. Except with respect to voting, the rights of the holders of Class A and Class B common stock are identical. Shares of Class B common stock are voluntarily convertible into shares of Class A common stock at the option of the holder andare generally automatically converted into shares of the Company’s Class A common stock upon sale or transfer. Shares issued inconnection with exercises of stock options or vesting of restricted stock units are generally automatically convertedinto shares of the Company’s Class A common stock. Stock Repurchase Program In August 2025, the Company began repurchasing shares of the Company’s Class A common stock under a stock repurchaseprogram approved by the Board pursuant to which the Company was authorized to repurchase up to $400 million of the Company’s Class A common stock through December 31, 2026 . The program did not obligate the Company to acquire any amount of Class A commonstock, and the timing and total amount of share repurchases depended on general market conditions, the trading price of the Company’sClass A common stock, corporate and regulatory requirements, the availability of funds, other investment opportunities, and otherconsiderations. Repurchases could be executed through open market transactions at prevailing market prices, including pursuant to trading plans that comply with the requirements of Rule 10b5-1 of the Securities Exchange Actof 1934, as amended, or through other means. All repurchases were made using cash resources, and shares purchased were immediately retired. As of June 30, 202 , thecumulative authorized amount remaining for stock repurchases under the authorized repurchase program was $87.3 million. In connection with its entry into the Merger Agreement, the Company suspended its stock repurchase program during the second quarterof fiscal 2026 . The following table summarizes the share repurchase activity under the Company’s stock repurchase program during the six months ended June 30, 2026 ( in thousands, except share and per share data): Total Number ofShares Purchased Average Price PerShare Amount First Quarter 2026 1,014,873 $ 98.53 $ 100,000 Second Quarter 2026 534,004 $ 117.42 $ 6 2,702 Total 1,548,877 $ 105.05 $ 16 2,702 Common Stock Reserved for Issuance As of June 30, 2026 , the Company’s common stock reserved for issuance in the future is as follows ( in thousands): Common stock awards granted under equity incentive plans 8,384 Common stock awards available for issuance under the 2017 Employee Stock Purchase Plan * 5,089 Common stock awards available for issuance under the 2017 Amended and Restated Equity Incentive Plan 39,979 Total reserved shares of common stock 53,452 * The Company has not issued any common stock pursuant to the 2017 Employee Stock Purchase Plan. 19
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Table of Contents Equity Incentive Plans The Company currently grants equity awards under the Amended and Restated 2017 Equity Incentive Plan ( the “2017 Plan”). The 2017 Plan became effective September 2017 in connection with the Company’s initial public offering ( “IPO”). The2017 Plan provides for the grant of incentive stock options to the Company’s employees and for the grant of non-statutory stock options,stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, andother forms of equity compensation to the Company’s employees, directors and consultants. The outstanding equity relates to the 2017 Plan and the 2008 Equity Incentive Plan ( “2008 Plan”), a pre-IPO plan. No additional equity grants have been made pursuantto the 2008 Plan subsequent to the IPO. The equity awards granted under the 2017 Plan vest subject to continuous service. Stock options granted under the 2017 Plangenerally are granted at a price per share equivalent to the fair market value on the date of grant. Recipients of incentive stock option grants who possess more than 10% of the combined voting power of the Company are subject to certain limitations, and incentive stockoptions granted to such recipients are at a price no less than 110% of the fair market value at the date of grant. Restricted Stock Units Restricted stock unit activity for the six months ended June 30, 2026 is as follows ( in thousands, except per share data): Number of Shares Weighted- Average Grant Date Fair Value per Share Balance as of December 31, 2025 6 ,329 $ 75.70 Awarded 314 114.18 Released ( 2,26 5) 74.5 Forfeited ( 299) 75.85 Balance as of June 30, 2026 4,079 $ 79.28 As of June 30, 2026 , the Company had $342.3 million of unrecognized stock-based compensation expenserelated to unvested restricted stock units that is expected to be recognized over a weighted-average period ofapproximately 1.5 years. Stock Options Stock option activity for the six months ended June 30, 2026 is as follows ( in thousands,except per share data and years): Number of Shares Weighted- Average Exercise Price Weighted-AverageRemainingContractual Life(Years) Aggregate Intrinsic Value Balance as of December 31, 2025 5,100 $ 82.85 6 .0 Granted 19 121.05 Exercised ( 812) 45.06 Forfeited and expired ( 2) 6 1.06 Balance as of June 30, 2026 4,305 $ 90.15 5.8 $ 258,127 Options exercisable as of June 30, 2026 3,6 43 $ 93.84 5.3 $ 212,847 As of June 30, 2026 , the Company had $26 .1 million of unrecognized stock-based compensation expenserelated to unvested stock options that is expected to be recognized over a weighted-average period ofapproximately 1.3 years. Stock-based Compensation The Company measures the cost of employee services received in exchange for an equity award based on thegrant date fair value of the award. Stock options granted to employees generally vest over one to four years and have a term of ten years.Restricted stock units generally vest over one to four years. 20
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Table of Contents The following table presents the total stock-based compensation expense for the three andsix months ended June 30, 2026 and 2025 ( in thousands): Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Cost of revenue, platform $ 208 $ 341 $ 402 $ 725 Cost of revenue, devices — 38 — 108 Research and development 27,005 32,96 1 56 ,500 6 8,819 Sales and marketing 27,347 30,486 54,731 6 5,272 General and administrative 20,76 1 20,814 42,370 45,210 Total stock-based compensation $ 75,321 $ 84,6 40 $ 154,003 $ 180,134 13. COMMITMENTS AND CONTINGENCIES Purchase Commitments The Company has purchase commitments with various parties to purchase products and services such as licensed intellectualproperty and content, manufacturing supplier agreements, and data center capacity and other goods and services. The following table presents details of the aggregate future purchase commitments as of June 30, 2026 ( inthousands): Years Ended December 31, Total Remaining 2026 2027 2028 2029 2030 Thereafter Content $ 133,883 $ 54,76 4 $ 52,373 $ 20,842 $ 4,398 $ 1,225 $ 281 Manufacturing 484,843 484,843 — — — — — Other obligations 322,153 88,824 177,321 46 ,86 3 9,070 75 — Total commitments $ 940,879 $ 6 28,431 $ 229,6 94 $ 6 7,705 $ 13,46 8 $ 1,300 $ 281 Contingencies The Company accounts for loss contingencies, including liabilities for intellectual property licensing and other claims, when itbelieves such losses are probable and reasonably estimable. These contingencies are reviewed at least quarterly and adjusted to reflectthe impact of negotiations, estimated settlements, legal rulings, advice of legal counsel, and other information and events. The resolutionof these contingencies and of other legal proceedings can be, however, inherently unpredictable and subject to significant uncertainties. The Company is, and may become, subject to various lawsuits, stockholder derivative actions, class action lawsuits, individual ormass arbitration proceedings, and other types of legal proceedings, as well as other disputes, claims, and regulatory or governmentalinquiries and investigations in the ordinary course of business, relating to commercial, contract, consumer protection, privacy, dataprotection, intellectual property, tax, employment, corporate governance, and other matters. Although the results ofthese legal proceedings, disputes, claims, and inquiries and investigations cannot be predicted with certainty, the Company does notbelieve that the final outcome of any matters that it is currently involved in is reasonably likely to have a material adverse effect on itsbusiness, financial condition, or results of operations. Regardless of the outcome, such legal proceedings, disputes, claims, and inquiriesand investigations can have an adverse impact on the Company because of legal fees, other litigation costs, and settlement costs,diversion of management resources, reputational harm, and other factors. During the three and six months endedJune 30, 2026 and 2025, the Company did not have any loss contingencies that were material. Indemnification In the ordinary course of business, the Company has entered into contractual arrangements which provide indemnification provisions of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limitedto, losses arising out of the Company’s breach of such agreements and out of intellectual property infringement claims made by thirdparties. The Company’s obligations under these agreements may be limited in terms of time or amount, and in some instances, theCompany may have recourse against third parties for certain payments. In addition, the Company has entered into indemnification agreements with its directors and certain of its officers that will require it, among other things, to indemnify them against certainliabilities that may arise by reason of their status or service as directors or officers. 21
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Table of Contents It is not possible to determine the maximum potential amount under these indemnification obligations due tothe limited history of prior indemnification claims and the unique facts and circumstances involved in each agreement. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligationsin the condensed consolidated financial statements. 14. INCOME TAXES Income tax expense was $5.2 million and income tax benefit was $5.8 million for the three months ended June 30, 2026 and 2025, respectively. Income tax expensewas $8.1 million and income tax benefit was $18.9 million for the six months ended June 30,2026 and 2025, respectively. The increase in income tax expense for both the three and six months ended June 30, 2026 , as compared to the periods ended June 30, 2025, was primarily attributable to higher pre-taxbook income, partially offset by a reduction in U.S. federal and certain state income taxes resulting from the 2025enactment of the One Big Beautiful Bill Act. A valuation allowance must be established for deferred tax assets when it is more likely than not that they will not be realized. As of June 30, 2026 , the Company has a full valuation allowance against its net deferred tax assets inthe United States. Given the Company's current and anticipated future earnings, the Company believes that there is a reasonablepossibility that the valuation allowance against these net deferred tax assets may be reversed within the next twelve months. The exact timing and amount of the valuation allowance release are subjectto change based on the level of profitability that the Company actually achieves. 15. NET INCOME (LOSS) PER SHARE The Company’s basic net income ( loss) per share is calculated by dividing the net income ( loss) by the weighted-average number of shares of common stock outstanding for the period. The Company uses the two-class method to calculatenet income ( loss) per share. Except with respect to certain voting, conversion, and transfer rights and asotherwise expressly provided in the Company’s amended and restated certificate of incorporation or required byapplicable law, shares of the Company’s Class A common stock and Class B common stock have the same rights and privileges and rank equally, share ratably, and are identical in all respects as to all matters. Accordingly, basic and diluted net income ( loss) pershare are the same for both classes. For purposes of the calculation of diluted net income ( loss) per share, options to purchase common stock andrestricted stock units are considered common stock equivalents. Dilutive shares of common stock are determined by applying the treasury stock method. The dilutive shares are excluded from the calculation of diluted net loss per share in theperiod of net loss, as their effect is antidilutive. The following table presents the calculation of basic and diluted net income ( loss) per share ( inthousands, except per share data): Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Numerator: Net income ( loss) $ 16 4,216 $ 10,503 $ 249,916 $( 1 ,928) Denominator: Basic net income ( loss) per share: Weighted-average common shares outstanding — basic 147,972 146 ,888 147,742 14 ,545 Dilutive effect of common stock equivalents 3,923 2,787 3,719 — Weighted-average common shares outstanding — diluted 151,895 149,6 75 151,46 1 14 ,545 Net income ( loss) per share — basic $ 1.11 $ 0.07 $ 1.6 9 $ ( 0.12) Net income ( loss) per share — diluted $ 1.08 $ 0.07 $ 1.6 5 $ ( 0.12) Common stock equivalents ( comprised of stock options and restricted stock units) excluded from the calculation of diluted net income ( loss) per share because of their anti-dilutive effect were 1.0 million and 3.8 million forthe three months ended June 30, 2026 and 2025, respectively, and 1.2 million and 11.7 million for the six monthsended June 30, 2026 and 2025, respectively. 22
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Table of Contents 16. SEGMENT INFORMATION An operating segment is defined as a component of an entity for which discrete financial information is available that is evaluated regularly by the CODM for purposes of allocating resources and evaluating financial performance. The Company’s CODM is its ChiefExecutive Officer. The CODM evaluates performance and makes decisions about allocating resources to its operatingsegments based on financial information presented on a consolidated basis and on gross profit for each operating segment. Beginning in the first quarter of 2026 , the Company changed its internal reporting structure and the CODM began receiving disaggregated financial information that allows him to allocate resources and evaluate performance between three operating segments:Advertising, Subscriptions, and Devices. As such, the Company now has three reportable segments. The Company’s prior period amountshave been retrospectively adjusted to reflect the disaggregation of the Company’s previous Platform operating segment into theAdvertising and Subscriptions operating segments. There are no changes to the consolidated financial statements for any prior periods. Descriptions of the Company’s three reportable segments are as follows: Advertising Advertising revenue is generated from the sale of digital advertising, including direct and programmatic video advertising, adsintegrated into the Company’s user interface ( “UI”), and related services. Subscriptions Subscriptions revenue is generated from the sale of subscriptions to end users, including the sale of Premium Subscriptions, thesale of owned and operated subscription services, and revenue from content distribution arrangements, which primarily includes subscription revenue shares from content partners and the sale of branded app buttons on remote controls. Devices Devices revenue is generated from the sale of streaming players, Roku-made TVs, smart home products and services, audioproducts, and related accessories. For all reportable segments, Cost of revenue is the significant segment expense that is regularly provided tothe CODM. The Company reports its financial results consistent with the manner in which financial information is viewed by managementfor decision-making purposes. The Company does not manage operating expenses such as research anddevelopment, sales and marketing, and general and administrative expenses at the segment level. The Company does not allocate property and equipment or any other assets or capital expenditures to reportable segments. The following table presents financial information for each of the Company’s reportable segments ( in thousands): Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Advertising Net revenue $ 6 72,816 $ 539,053 $ 1,285,521 $ 1,021,87 Cost of revenue 252,778 237,405 494,514 449,829 Gross profit 420,038 301,6 48 791,007 572,047 Subscriptions Net revenue 548,153 436 ,418 1,06 6 ,6 78 834,412 Cost of revenue 321,439 240,390 6 26 ,848 444,472 Gross profit 226 ,714 196 ,028 439,830 389,940 Devices Net revenue 133,721 135,56 7 251,370 275,422 Cost of revenue 106 ,777 135,585 243,575 294,70 Gross profit ( loss) 26 ,944 ( 18) 7,795 ( 19,284) Total Net revenue 1,354,6 90 1,111,038 2,6 03,56 9 2,131,710 Cost of revenue 6 80,994 6 13,380 1,36 4,937 1,189,007 Gross profit $ 6 73,6 96 $ 497,6 58 $ 1,238,6 32 $ 942,703 23
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Table of Contents 17. SUBSEQUENT EVENT On July 5, 2026 , the Company entered into an agreement to terminate the previously impaired portion of a corporate office lease. The previous impairment was recorded as part of the Company’s restructuring efforts in fiscal 2023 and 2024, and the Companyexpects to record a credit of approximately $22 million to operating expensesassociated with the removal of the remaining liability, net of termination fees and other charges in the third quarter of fiscal 2026 . Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with ourcondensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and with our auditedconsolidated financial statements included in our Annual Report for the year ended December 31, 2025, filed on February 13, 2026 withthe SEC (the “Annual Report”). In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs, and expectations, and involve risks and uncertainties. Factors that could cause or contribute tothese differences include those discussed below and in our Annual Report. Overview Effective in the first quarter of 2026 , our reportable segments changed. We now manage and report our operating results throughthree reportable segments: Advertising, Subscriptions, and Devices. Previously, we reviewed and managed the new Advertising and Subscriptions segments as a combined Platform segment. This change was made to reflect our ongoing evaluation and monitoring of our business, including changes made to both our internal reporting and the information reported to the CODM. Prior period segment financial information has been retrospectively adjusted to reflect these changes. Advertising revenue is generated from the sale of digital advertising, including direct and programmatic video advertising, adsintegrated into our user interface ( “UI”), and related services. Subscriptions revenue is generated from the sale of subscriptions to end users, including the sale of Premium Subscriptions, thesale of owned and operated subscription services, and revenue from content distribution arrangements, which primarily includessubscription revenue shares from content partners and the sale of branded app buttons on remote controls. “Platform” revenue, cost of revenue, and gross profit reflect the combined revenue, cost of revenue, and gross profit attributableto our Advertising and Subscriptions segments. Devices revenue is generated from the sale of streaming players, Roku-made TVs, smart home products and services, audioproducts, and related accessories. We expect to continue to manage the average selling prices of Roku streaming devices in an effort to sell more devices, which we believe will increase our Streaming Households. We expect thatthis trade off from Devices gross profit or loss to grow Streaming Households should result in increased total Platform revenue and totalPlatform gross profit over time. Proposed Transaction with Fox Corporation On June 14, 2026 , we entered into the Merger Agreement with Fox. Refer to Note 1 of the Notes toCondensed Consolidated Financial Statements for additional information regarding the transaction. Business Conditions and Macroeconomic Factors Our business is subject to risks related to the evolving macroeconomic environment, including the effects of increased volatility in financial markets, higher inflation and interest rates, potential economic slowdown or recession, geopolitical developments, such as theconflict in the Middle East, changes in economic or government policies, including the unknown impact of tariffs, changing globalregulations, global supply chain constraints, including the scarcity of, or increased prices for, key components such as memory chips, and the overall uncertainty surrounding international trade relations. While we intend to remain vigilant in monitoring the impacts of thesecircumstances on our business and adapt accordingly, the effects of these macroeconomic factors on our business, results of operations,and financial condition remain largely uncertain. See Item 1A, Risk Factors, and the Note Regarding Forward Looking Statementselsewhere in this Quarterly Report for additional details. Key Performance Metrics and Non-GAAP Measures Since our IPO in 2017, the streaming TV industry has evolved meaningfully, with Americans now spending significantly more TVtime streaming than watching traditional TV. Our business has also grown and evolved, and we are now primarily focused on growingPlatform revenue and profitability. The key performance metrics ( “KPMs”) we use to evaluate our business, measure our performance, develop financialforecasts and make strategic decisions are Streaming Hours, Platform revenue, Adjusted Earnings Before Interest,Taxes, Depreciation and Amortization ( “Adjusted EBITDA”), and Free Cash Flow. 24
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Table of Contents Streaming Hours We believe the number of Streaming Hours on our platform is an effective measure of user engagement and that the growth in the number of hours of content streamed across our platform reflects our success in addressing the growing user demand for TV streaming.We define Streaming Hours as the aggregate amount of time Roku streaming devices stream content on our platform in a given period.Hours streamed from The Roku Channel on non-Roku platforms are not included in this metric. Additionally, smart home products do notcontribute to our Streaming Hours. Additionally, we believe that over time, increasing user engagement on our streaming platform increases our platformmonetization because we earn Platform revenue from various forms of user engagement, including advertising, as well as revenue sharesfrom subscriptions and transactional video on-demand. However, our revenue from content partners is not tied to the hours streamed ontheir streaming apps, and the number of Streaming Hours does not correlate to revenue earned from such content partners or ARPU on a period-by-period basis. Moreover, Streaming Hours on our platform are measured whenever a Roku streaming device is streamingcontent, whether a viewer is actively watching or not. For example, if a Roku player is connected to a TV, and theviewer turns off the TV, steps away, or falls asleep and does not stop or pause the player, then the particular streaming app may continueto play content for a period of time determined by the streaming app. We believe that this also occurs across a wide variety of non-Roku streaming devices and other set-top boxes. Since 2020, all of our Roku streaming devices include a Roku TV OS feature that is designed to identify when content has beencontinuously streaming on an app for an extended period of time without user interaction. This feature, which we refer to as “Are you still watching,” periodically prompts the user to confirm that they are still watching the selected app and closes theapp if the user does not respond affirmatively. We believe that the implementation of this feature across the Roku platform benefits us,our customers, content partners, and advertisers. Some of our leading content partners, including Netflix, also haveimplemented similar features within their apps. This Roku TV OS feature supplements these app features. This feature has not had and is not expected to have a material impact on our financial performance. We streamed 37.9 billion and 35.4 billion hours during the three months ended June 30, 2026 and 2025, respectively, reflecting anincrease of 7%. Platform Revenue We use Platform revenue as a primary metric to measure the performance of our business because it represents our ability tosuccessfully monetize our platform. Platform revenue includes revenue from both our Advertising and Subscriptions segments and itsgrowth is one of our strategic priorities. Platform revenue was $1,221.0 million and $975.5 million for the three months ended June 30,2026 and 2025, respectively. 25
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Table of Contents Adjusted EBITDA (Non-GAAP Measure) We use Adjusted EBITDA as a primary metric to measure the performance of our business because it represents our ability to successfully manage profitability. Our goal is to grow Adjusted EBITDA over time, driving continued growth in stockholder value. Adjusted EBITDA is a non-GAAP financial measure. The Adjusted EBITDA reconciliation excludes total otherincome, net, stock-based compensation expense, depreciation and amortization, restructuring charges, merger-related costs, and income tax expense ( benefit) from the net income ( loss) of the period. We believe Adjusted EBITDA is useful as a supplement in evaluating our ongoing operationalperformance and enhancing an overall understanding of our past financial performance. However, this non-GAAP financial measure haslimitations, and should not be considered in isolation or as a substitute for our GAAP financial information, such as GAAP net income( loss). In addition, Adjusted EBITDA may not be comparable to similarly titled metrics of other companies due to differences in methods of calculation. The following table presents a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure for eachof the periods indicated ( in thousands): Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Net income ( loss) $ 16 4,216 $ 10,503 $ 249,916 $( 1 ,928) Total other income, net ( 23,216 ) ( 28,006 ) ( 6 0,089) ( 45,222) Stock-based compensation 75,321 84,6 40 154,003 180,134 Depreciation and amortization 14,105 16 ,881 32,033 32,073 Restructuring charges — — — 3,0 4 Merger-related costs 18,719 — 18,719 — Income taxexpense( benefit) 5,175 ( 5,830) 8,120 ( 18,913) Adjusted EBITDA $ 254,320 $ 78,188 $ 402,702 $ 134,208 The merger-related costs for the three and six months ended June 30, 2026 were related to our proposed transaction with Fox. Refer to Note 1 to ourcondensed consolidated financial statements in Part I, Item 1 of this Quarterly Report. Free Cash Flow (Non-GAAP Measure) We use Free Cash Flow as a primary metric to measure the performance of our business because we believemaximizing Free Cash Flow helps indicate the financial strength of our business, as well as provide an indication of cash generated or ( used) by the business. Our goal is to continuously increase Free Cash Flow over time. We define Free CashFlow as our trailing 12-month ( “TTM”) cash flows from operating activities excluding purchases ofproperty and equipment and the effects of exchange rates on cash. Our Free Cash Flow was $704.1 million and $392.0 million for the TTM periods ended June 30, 2026 and 2025, respectively. Free Cash Flow is a non-GAAP financial measure. The Free Cash Flow reconciliation excludes purchases ofproperty and equipment and effects of exchange rates on cash from the cash flows from operating activities, in eachcase where applicable. We believe Free Cash Flow is useful as a supplement in evaluating our ongoing operational performance andenhancing an overall understanding of our past financial performance. However, this non-GAAP financial measure has limitations, and should not be considered in isolation or as a substitute for our GAAP financial information, such as GAAP cash flows from operatingactivities. For additional information about cash flows from operating activities, see “Liquidity and Capital Resources” below. In addition,Free Cash Flow may not be comparable to similarly titled metrics of other companies due to differences in methods of calculation. ( 1) (1) 26
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Table of Contents The following table presents a reconciliation of Free Cash Flow to the most directly comparable GAAP financial measure for eachof the periods indicated ( in thousands): Trailing Twelve Months Ended June 30, 2026 June 30, 2025 Net cash provided by operating activities $ 719,037 $ 39 ,421 Less: Purchases of property and equipment ( 9,131) ( ,5 7) Add/( Less): Effect of exchange rate changes on cash, cashequivalents and restricted cash ( 5,835) 2,133 Free cash flow ( TTM) $ 704,071 $ 391,987 Components of Results of Operations Revenue Advertising Revenue We generate Advertising revenue from the sale of digital advertising including direct and programmatic video advertising, adsintegrated into our UI, and related services. Our ad inventory primarily includes video ad inventory from AVOD content in The RokuChannel, native ads throughout the Roku Experience, as well as ad inventory we obtain as consideration from our streaming services distribution agreements with our content partners. Subscriptions Revenue We generate Subscriptions revenue primarily from the sale of subscriptions to end users, including the sale of PremiumSubscriptions, the sale of owned and operated subscription services, and revenue from content distribution arrangements, which primarily includes subscription revenue shares from content partners and the sale of branded app buttons on remote controls. The aggregate of both our Advertising and Subscriptions revenue is collectively referred to as our Platform revenue and representsour ability to monetize our platform. To date, we have generated most of our Platform revenue in the United States. Devices Revenue We generate Devices revenue from the sale of streaming players, Roku-made TVs, smart home products and services, audioproducts, and related accessories. We generate most of our Devices revenue in the United States. In our international markets, weprimarily sell our devices through wholesale distributors which, in turn, sell to retailers. Cost of Revenue Cost of Revenue, Advertising Cost of revenue, advertising primarily consists of costs associated with acquiring advertising inventory, content amortization costsfor both licensed and produced content, and costs associated with the delivery of our services that primarily include costs of third-party cloud services. Cost of Revenue, Subscriptions Cost of revenue, subscriptions primarily consists of costs for licensed Premium Subscriptions, revenue share payments on licensedcontent, and payment processing fees. The aggregate of both our Advertising and Subscriptions cost of revenue is collectively referred to as our Cost of revenue, platformand represents the cost to monetize our platform. Cost of Revenue, Devices Cost of revenue, devices is comprised mostly of manufacturing costs payable to third-party manufacturers for devices we sellwhich include streaming players, Roku-made TVs, audio products and smart home products. Cost of revenue, devices also includestechnology licenses or royalty fees on devices we sell, inbound and outbound freight, duty and logistics costs, third-party packaging,inventory provisions, and allocated overhead costs related to facilities, third-party cloud services, and salaries, benefits, and stock-based compensation for operations personnel. Operating and Other Expenses Research and Development Research and development expenses consist primarily of salaries, benefits, and stock-based compensation for our development teams as well as outsourced development expenses. In addition, research and developmentexpenses include allocated facilities and overhead expenses. 27
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Table of Contents Sales and Marketing Sales and marketing expenses consist primarily of salaries, benefits, commissions, and stock-based compensation for our employees engaged in sales and sales support, marketing, communications, data science and analytics, businessdevelopment, product management, and partner support functions. Sales and marketing expenses also includemarketing, retail and merchandising expenses, consulting and outside services, and allocated facilities and overheadexpenses. General and Administrative General and administrative expenses consist primarily of salaries, benefits, and stock-based compensation forour finance, legal, information technology, human resources, and other administrative personnel. General and administrativeexpenses also include outside legal, accounting, and other professional service fees as well as allocated facilities and overhead expenses. Other Income, Net Other income, net primarily consists of interest income on cash and cash equivalents and short-term investments, foreign currencyremeasurement, transaction gains and losses, and net change in the fair value of our strategic investments. Income Tax Expense (Benefit) Our income tax expense ( benefit) consists primarily of incometax expense in certain foreign jurisdictions where we conduct business and income tax expense ( benefit) in the United States. We have a full valuation allowance againstnet deferred tax assets in the United States as of June 30, 2026 . Given our current and anticipated future earnings,we believe that there is a reasonable possibility that the valuation allowance against these net deferred tax assetsmay be reversed within the next twelve months. The exact timing and amount of the valuation allowance release are subject to change based on the level of profitability that the Company actually achieves. 28
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Table of Contents Results of Operations The following table sets forth selected condensed consolidated statements of operations data as a percentage of total revenue for each of the periods indicated. Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Net revenue: Platform: Advertising 50 % 49 % 49 % 48 % Subscriptions 40 % 39 % 41 % 39 % Total Platform 90 % 88 % 90 % 87 % Devices 10 % 12 % 10 % 13 % Total net revenue 100 % 100 % 100 % 100 % Cost of revenue: Platform: Advertising 18 % 21 % 19 % 21 % Subscriptions 24 % 22 % 24 % 21 % Total Platform 42 % 43 % 43 % 42 % Devices 8 % 12 % 9 % 14 % Total cost of revenue 50 % 55 % 52 % 5 % Gross profit ( loss): Platform: Advertising 32 % 27 % 30 % 27 % Subscriptions 16 % 18 % 17 % 18 % Total Platform 48 % 45 % 47 % 45 % Devices 2 % — % 1 % ( 1)% Total gross profit 50 % 45 % 48 % 44 % Operating expenses: Research and development 14 % 16 % 14 % 17 % Sales and marketing 17 % 22 % 17 % 22 % General and administrative 9 % 9 % 9 % 9 % Total operating expenses 40 % 47 % 40 % 48 % Income ( loss) from operations 10 % ( 2)% 8 % ( 4)% Other income, net: Interest expense — % — % — % — % Other income, net 2 % 3 % 2 % 2 % Total other income, net 2 % 3 % 2 % 2 % Income ( loss) before income taxes 12 % 1 % 10 % ( 2)% Income tax expense ( benefit) — % — % — % ( 1)% Net income ( loss) 12 % 1 % 10 % ( 1)% 29
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Table of Contents Comparison of the Three and Six Months Ended June 30, 2026 and June 30, 2025 Net Revenue Three Months Ended Six Months Ended June 30, 2026June 30, 2025 Change $ Change % June 30, 2026June 30, 2025 Change $ Change % (in thousands, except percentages) Platform: Advertising $ 6 72,816 $ 539,053 $ 133,76 3 25 % $ 1,285,521 $ 1,021,876 $ 26 3,6 45 2 % Subscriptions 548,153 436 ,418 111,735 26 % 1,06 6 ,6 78 834,412 232,26 6 28 % Total Platform 1,220,96 9 975,471 245,498 25 % 2,352,199 1,856 ,288 495,911 27 % Devices 133,721 135,56 7 ( 1,846 ) ( 1)% 251,370 275,422 ( 24,052) ( 9)% Total net revenue $ 1,354,6 90 $ 1,111,038 $ 243,6 52 22 % $ 2,6 03,56 9 $ 2,131,710 $ 471,859 22 % Advertising Advertising revenue increased by $133.8 million, or 25%, during the three months ended June 30, 2026 as compared to the threemonths ended June 30, 2025, primarily due to an increase in video ad impressions delivered. Video impressions increased by 40%, driven by higher user engagement and growth in streaming hours on our platform. This increase was partially offset by a decrease in the averageprice per impression of 12%, which was driven by changes in product and country mix. Advertising revenue increased by $26 3.6 million, or 26 %, during the six months ended June 30, 202 ascompared to the six months ended June 30, 2025, primarily due to an increase in video ad impressions delivered. Video impressions increased by 48%, driven by higher user engagement and growth in streaming hours on our platform. This increasewas partially offset by a decrease in the average price per impression of 13%, which was driven by changes in product and countrymix. Subscriptions Subscriptions revenue increased by $111.7 million, or 26 %, during the three months ended June 30, 2026 as compared to thethree months ended June 30, 2025, primarily due to a 11% increase in the number of subscriptions and a 25% increase in the averageprice per subscription. Additionally, the 26 % growth was driven in part by the expansion of our owned and operatedsubscription services, including the acquisition of Frndly TV in May 2025 and the launch of Howdy in August 2025. Subscriptions revenue increased by $232.3 million, or 28%, during the six months ended June 30, 202 ascompared to the six months ended June 30, 2025, primarily due to a 11% increase in the number of subscriptionsand a 26 % increase in the average price per subscription. Additionally the 28% growth was driven in part by theexpansion of our owned and operated subscription services, including the acquisition of Frndly TV in May 2025 and the launch of Howdy in August 2025. Devices Devices revenue decreased by $1.8 million, or 1%, during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The volume of all devices shipped decreased by 31% driven by lower sales of streaming players, while the averageselling price of all devices shipped increased 35%, due to higher sales of Roku-branded TVs in the comparable periods. Devices revenue decreased by $24.1 million, or 9%, during the six months ended June 30, 2026 as comparedto the six months ended June 30, 2025. The volume of all devices shipped decreased by 23% driven by lower sales of streaming players, while the average selling price of all devices shipped increased 14%, due to higher sales of Roku-branded TVs in thecomparable periods. 30
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Table of Contents Cost of Revenue and Gross Profit (Loss) Three Months Ended Six Months Ended June 30, 2026June 30, 2025 Change $ Change % June 30, 2026June 30, 2025 Change $ Change % (in thousands, except percentages) Cost of revenue: Platform: Advertising $ 252,778 $ 237,405 $ 15,373 6 % $ 494,514 $ 449,829 $ 44,6 85 10 % Subscriptions 321,439 240,390 81,049 34 % 6 26 ,848 444,472 182,376 41 % Total Platform 574,217 477,795 96 ,422 20 % 1,121,36 2 894,301 227,06 1 25 % Devices 106 ,777 135,585 ( 28,808) ( 21)% 243,575 294,706 ( 51,131) ( 17)% Total cost of revenue $ 6 80,994 $ 6 13,380 $ 6 7,6 14 11 % $ 1,36 4,937 $ 1,189,007 $ 175,930 15 % Gross profit ( loss): Platform: Advertising $ 420,038 $ 301,6 48 $ 118,390 39 % $ 791,007 $ 572,047 $ 218,96 0 38 % Subscriptions 226 ,714 196 ,028 30,6 86 16 % 439,830 389,940 49,890 13 % Total Platform 6 46 ,752 497,6 76 149,076 30 % 1,230,837 96 1,987 26 8,850 28 % Devices 26 ,944 ( 18) 26 ,96 2 nm 7,795 ( 19,284) 27,079 nm Total gross profit $ 6 73,6 96 $ 497,6 58 $ 176 ,038 35 % $ 1,238,6 32 $ 942,703 $ 295,929 31 % Advertising Cost of revenue, advertising increased by $15.4 million, or 6 %, during the three months ended June 30, 2026 as compared to thethree months ended June 30, 2025. The increase was primarily driven by a $22.3 million increase in the costs of acquiring and delivering licensed content for TRC due to an increase in user engagement and video ad impressions delivered, partially offset by a $7.7 milliondecrease in content amortization. Cost of revenue, advertising increased by $44.7 million, or 10%, during the six months ended June 30, 202 ascompared to the six months ended June 30, 2025. The increase was primarily driven by a $6 2.0 million increase in the costs of acquiring and delivering licensed content for TRC due to an increase in user engagement and video ad impressions delivered,partially offset by a $14.5 million decrease in content amortization. Subscriptions Cost of revenue, subscriptions increased by $81.0 million, or 34%, during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily driven by higher licensing and content costs. The increase in licensing and content costsinclude amounts related to Frndly TV, acquired in May 2025, and Howdy, launched in August 2025. Cost of revenue, subscriptions increased by $182.4 million, or 41%, during the six months ended June 30, 202 as compared to the six months ended June 30, 2025, primarily driven by higher licensing and content costs. Theincrease in licensing and content costs include amounts related to Frndly TV, acquired in May 2025, and Howdy, launched in August 2025. DevicesCost of revenue, devices decreased by $28.8 million, or 21%, during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The decrease was driven by lower freight costs of $35.5 million, primarily due to an InternationalEmergency Economic Powers Act ( “IEEPA”) refund for tariff payments made in previous quarters, partially offset by a $10.2million increase in inventory reserves. Cost of revenue, devices decreased by $51.1 million, or 17%, during the six months ended June 30, 202 as compared to the six months ended June 30, 2025. The decrease was driven by lower freight costs of $39.1 million,primarily due to an IEEPA refund for tariff payments made in previous quarters, and lower manufacturing costs of $27.0 million, partiallyoffset by an $18.4 million increase in inventory reserves. 31
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Table of Contents Operating Expenses Three Months Ended Six Months Ended June 30, 2026June 30, 2025 Change $ Change % June 30, 2026 June 30, 2025 Change $ Change % (in thousands, except percentages) Research and development $ 179,6 80 $ 178,017 $ 1,6 6 3 1 % $ 36 9,172 $ 36 2,596 $ 6 ,576 2 % Sales and marketing 223,223 243,256 ( 20,033) ( 8)% 444,444 46 6 ,949 ( 22,505) ( 5)% General and administrative 124,6 18 99,718 24,900 25 % 227,06 9 194,221 32,848 17 % Total operating expenses $ 527,521 $ 520,991 $ 6 ,530 1 % $ 1,040,6 85 $ 1,023,76 6 $ 16 ,919 2 % Research and development Research and development expenses increased by $1.7 million, or 1%, during the three months ended June30, 2026 as compared to the three months ended June 30, 2025. The increase was primarily driven by higher cloud hosting and consulting expenses of $5.9 million, partially offset by lower personnel expenses of $4.9 milliondue to decreases in stock-based compensation expense. Research and development expenses increased by $6 .6 million, or 2%, during the sixmonths ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was driven by higher cloud hosting and consulting expenses of $9.6 million and higher facilities and IT expenses of $5.3million, partially offset by lower personnel expenses of $7.1 million due to decreases in stock-based compensationexpense. Sales and marketing Sales and marketing expenses decreased by $20.0 million, or 8%, during the three months ended June 30,2026 as compared to the three months ended June 30, 2025. The decrease was primarily driven by lower marketingexpenses of $28.5 million, partially offset by a $7.0 million increase in personnel expenses. Sales and marketing expenses decreased by $22.5 million, or 5%, during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The decrease was primarily driven bylower marketing expenses of $37.3 million, partially offset by a $6 .8 million increase in personnelexpenses and a $4.6 million increase in intangible amortization from our Frndly acquisition. General and administrative General and administrative expenses increased by $24.9 million, or 25%, during the three months ended June30, 2026 as compared to the three months ended June 30, 2025. The increase was primarily due to $18.7 million of merger-related costsincurred in connection with our proposed transaction with Fox, and the recognition of $13.4 million in non-income based taxes, partially offset by a decrease in other legal and consulting expenses of $9.7 million. General and administrative expenses increased by $32.8 million, or 17%, during the sixmonths ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was primarily due to$18.7 million in merger-related costs incurred in connection with our proposed transaction with Fox, and a $23.2 million increase in non-income based taxes, partially offset by a decrease in other legal and consultingexpenses of $12.8 million. Other Income, Net Three Months Ended Six Months Ended June 30, 2026June 30, 2025 Change $ Change % June 30, 2026June 30, 2025 Change $ Change % (in thousands, except percentages) Interest expense $ ( 475) $ ( 46 0) $ ( 15) 3 % $ ( 1,099) $ ( 893) $ ( 206 ) 23 % Other income, net 23,6 91 28,46 6 ( 4,775) ( 17)% 6 1,188 46 ,115 15,073 33 % Total other income, net $ 23,216 $ 28,006 $ ( 4,790) ( 17)% $ 6 0,089 $ 45,222 $ 14,86 7 33 % Total other income, net, decreased by $4.8 million, or ( 17)%, during the three months ended June 30, 202 as compared to the three months ended June 30, 2025. The decrease was primarily due to a $3.2 million unrealized gain recognized duringthe three months ended June 30, 2025 on our strategic investment in convertible promissory notes. Total other income, net, increased by $14.9 million, or 33%, during the six months ended June 30, 202 as compared to the six months ended June 30, 2025. The increase was primarily due to a gain on the sale of strategicinvestments of $13.4 million. 32
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Table of Contents Income Tax Expense (Benefit) Three Months Ended Six Months Ended June 30, 2026June 30, 2025 Change $ Change % June 30, 2026June 30, 2025 Change $ Change % (in thousands, except percentages) Income tax expense ( benefit) $ 5,175 $ ( 5,830) $ 11,005 189 % $ 8,120 $ ( 18,913) $ 27,033 143 % Income tax expense increased by $11.0 million, or 189%, for the three months ended June30, 2026 , and by $27.0 million, or 143%, for the six months ended June 30, 2026 , as compared to the correspondingprior year periods. The increases were primarily attributable to higher pre-tax book income, partially offset by areduction in U.S. income taxes resulting from the 2025 enactment of the One Big Beautiful Bill Act. Liquidity and Capital Resources As of June 30, 2026 , we had cash and cash equivalents of $2,001.8 million and short-term investments of $555.4 million.Approximately 4% of our cash was held outside the United States in accounts held by our foreign subsidiaries, whichare used to fund foreign operations, and all short-term investments were held in the United States. Our primary sources of cash are receipts from Advertising, Subscriptions, and Devices revenue. The primary uses of cash are costsof revenue including costs to acquire advertising inventory, costs to license and produce content, third-party manufacturing costs for ourproducts, as well as operating expenses such as personnel-related expenses, consulting andprofessional service expenses, facility expenses, and marketing expenses. Other uses of cash include purchases of property and equipment, mergers and acquisitions, and share repurchases. We have pursued merger and acquisition activities, such as the acquisition of Frndly TV, and we may pursue additional merger andacquisition activities in the future, including the acquisition of rights to programming and content assets. Though we do notexpect to incur expenses for facilities and building related costs at the same level as we have in the last few fiscal years, we will continue to incur expenses on the maintenance of our facilities and purchases ofcomputer systems, and other property and equipment, in order to support future growth in our business. These activities may materiallyimpact our liquidity and capital resources. We believe our existing cash and cash equivalents balance, and our undrawn available balance under ourCredit Agreement ( as discussed below), will be sufficient to meet our working capital, capitalexpenditures, and material cash requirements from known contractual obligations for the nexttwelve months and beyond. Our future capital requirements, the adequacy of available funds, and cash flows from operations could be affected by various risks, uncertainties, including, but not limited to, those detailed in Part II, Item 1A, Risk Factors in this QuarterlyReport and the effects of the current macroeconomic environment. While the current macroeconomic environment has not severelyimpacted our liquidity and capital resources to date, it has contributed to disruption and volatility in local economies and in capital andcredit markets, which could adversely affect our liquidity and capital resources in the future. We may attempt to raise additional capital through the sale of equity securities or other financing arrangements. If we raise additional funds by issuing equity, the ownership of our existing stockholders will be diluted. If we raise additional financing by the incurrence of indebtedness, we may be subject to fixed payment obligations and also to restrictive covenants. Additionally, we may be unable to obtain debt or equity financing on terms that are acceptable to us. Credit Agreement On September 16 , 2024, we entered into a Credit Agreement, by and among the Company, as borrower, certain of our subsidiaries, as guarantors, the lenders and issuing banks party thereto, and with Citibank N.A., as administrative agent ( the“Credit Agreement”), which provides for ( i) a five-year revolving credit facility in an aggregate principal amount of up to$300.0 million, and ( ii) an uncommitted increase option of up to an additional $300.0 million exercisableupon the satisfaction of certain customary conditions. The Credit Agreement provides for a $100.0 million sub-facility for the issuance of letters of credit, and certain existing letters of credit were deemed outstanding under this facility. The CreditAgreement will mature on September 16 , 2029. Proceeds from the Credit Agreement may be used for general corporate purposes,including to finance working capital requirements. Our obligations under the Credit Agreement are secured by substantially all the assets of the Company and our subsidiaries that are guarantors under the Credit Agreement. We may prepay, and in certain circumstances, would be required to prepay, loans under theCredit Agreement without payment of a premium. The Credit Agreement also contains customary representations and warranties,customary affirmative and negative covenants, financial covenants requiring the maintenance of a minimum interest coverage ratio and amaximum total net leverage ratio, as well as customary events of default, the occurrence of which could result in amounts borrowed under the Credit Agreement becoming due and payable and remaining commitments terminated prior to itsscheduled September 16 , 2029 termination date. 33
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Table of Contents We had outstanding letters of credit secured by the Credit Agreement of $39.5 million as of June 30, 2026 . As of June 30, 202 , wehad not borrowed against the Credit Agreement, and we were in compliance with all of the covenants of the Credit Agreement. See Note 11 to our Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report for additional details. Share Repurchases During the second quarter of 2026 , we repurchased 0.5 million of our Class A common stock through our stock repurchaseprogram. All share repurchases were made using cash resources. During the second quarter of 2026 , we suspended our stock repurchase program in connection with our entry into the MergerAgreement. See Note 12 to our Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report for additionaldetails. Cash Flows The following table summarizes our cash flows for the periods presented ( in thousands): Six Months Ended June 30, 2026 June 30, 2025 Consolidated Statements of Cash Flows Data: Cash flows provided by operating activities $ 483,784 $ 248,4 5 Cash flows provided by ( used in) investing activities $ 186 ,495 $( 95,143) Cash flows used in financing activities $( 252,395) $( 6 8,5 2) Cash Flows from Operating Activities Cash provided by operating activities increased in the six months ended June 30, 2026 compared to thesix months ended June 30, 2025 primarily due to net income of $249.9 million in the current year, compared to a netloss of $16 .9 million in the prior year. Cash Flows from Investing Activities Net cash provided by investing activities increased during the six months ended June 30, 2026 compared tothe six months ended June 30, 2025 due primarily to the sales and maturities of short-term investments, net ofpurchases, of $175.0 million and sale of strategic investments of $18.4 million. The increase was partially offset by purchases of propertyand equipment of $6 .9 million. Cash Flows from Financing Activities Net cash used in financing activities increased during the six months ended June 30, 2026 compared to thesix months ended June 30, 2025 primarily due to $16 2.7 million in repurchases of our common stock,tax payments of $110.8 million to net settle equity awards vested during the period, and payment of contingent consideration related to the acquisition of Frndly TV of $15.2 million, partially offset by proceeds from the exercise ofemployee stock options of $36 .6 million. Material Cash Requirements from Known Contractual Obligations For a description of our operating lease obligations and purchase obligations, refer to Note 10 and Note 13 to our Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report, respectively. Critical Accounting Estimates Our financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets,liabilities, revenue, expenses, and related disclosures. These estimates and assumptions are based on historicalexperience, current trends and other factors that we believe to be reasonable at the time our condensedconsolidated financial statements are prepared. We evaluate our estimates and assumptions on an ongoing basis. Our actual results could differ from these estimates. There have been no material changes to our critical accounting policies and estimates as compared tocritical accounting policies and estimates described in our Annual Report. Item 3. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Fluctuation Risk Our exposure to interest rate risk relates to the interest income generated by cash, cash equivalents and short-term investments. The primary objective of our investment policy is to preserve principal while maximizing incomewithout significantly increasing risk. We believe that an increase or decrease in interest rates of 100 basis points on our cash and cashequivalents balance would increase or decrease our interest income by approximately $20.0 million. 34
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Table of Contents Foreign Currency Exchange Rate Risk Most of our revenue is generated within the United States and as such we have minimal foreign currency risk related to our revenue. Our foreign currency risk primarily relates to operating expenses, cash balances, and lease liabilitiesdenominated in currencies other than U.S. dollars, primarily British pounds and Euros. Our results of current and future operations andcash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates. We have experienced and will continue to experience fluctuations in our net income ( loss) as a result of transaction gains or losses related to revaluing monetary asset and liability balances that aredenominated in currencies other than the functional currency of the entities in which they are recorded. We have not entered into anyderivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk, but we may doso in the future. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, hasevaluated the effectiveness of our disclosure controls and procedures ( as defined in Rules 13a-15( e) and 15d- 15( e) under the Exchange Act) prior to the filing of this Quarterly Report. Based on such evaluation, ourChief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by thisQuarterly Report, our disclosure controls and procedures were, in design and operation, effective at the reasonable assurance level. Our management, including our Chief Executive Officer and Chief Financial Officer, does notexpect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. Acontrol system, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired controlobjective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule13a-15( d) and 15d-15( d) of the Exchange Act that occurred during the quarter ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II—OTHER INFORMATION Item 1. Legal Proceedings Information with respect to this item may be found in Note 13 to the condensed consolidated financial statements in Part I, Item 1of this Quarterly Report, which is incorporated herein by reference. Item 1A. Risk Factors Our business involves significant risks, some of which are described below. You should carefully consider the risks and uncertaintiesdescribed below, together with all the other information in this Quarterly Report, including “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” and the condensed consolidated financial statements and the related notes. If any of thefollowing risks actually occur, our business, reputation, financial condition, results of operations, revenue, key performance metrics, and future prospects could be seriously harmed. In addition, you should consider the interrelationship and compounding effects of two ormore risks occurring simultaneously. Unless otherwise indicated, references to our business being harmed in these risk factors will includeharm to our business, reputation, financial condition, results of operations, revenue, key performance metrics, and future prospects. Inthat event, the market price of our Class A common stock could decline, and you could lose part or all of your investment. You should not interpret our disclosure of any of the following risks to imply that such risks have not already materialized. The risks facing our businesshave not changed substantively from those discussed in our Annual Report, filed with the SEC on February 13, 2026, except for those risksmarked with an asterisk (*). Risk Factors Summary Below is a summary of the principal factors that make an investment in our Class A common stock speculative or risky: Risks Related to Our Proposed Transaction with Fox* • closing conditions not being satisfied, causing delays, reduced deal benefits, or abandonment of the Mergers; • relationship disruption, management distraction, and negative publicity or legal proceedings affecting operating results andongoing business; • unrealized or delayed transaction benefits or integration challenges affecting post-closing value; • restrictions on our ability to pursue alternative transactions; 35
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Table of Contents • restrictions on our business activities pending closing; • reduced ownership and voting power of our stockholders following the transaction; • fluctuations in the value of the fixed stock consideration; Risks Related to Our Business and Industry • the highly competitive nature of the TV streaming industry that is rapidly evolving; • our ability to successfully grow revenues from advertising on our platform; • maintaining an appropriate supply of quality video advertising inventory on our platform and effectively selling theavailable supply; • irrelevant or unengaging advertising campaigns on our streaming platform; • our ability to successfully utilize programmatic advertising technology; • our ability to further monetize our streaming platform; • our ability to successfully operate and monetize our owned and operated streaming services; • our ability to establish and maintain relationships with important content partners; • popular or new content publishers not publishing their content on our streaming platform; • the non-renewal or early termination of our agreements with content partners; • content partners electing not to participate in platform features that we develop; • users signing up for offerings and services outside of our platform; • our ability to develop, maintain, and expand relationships with licensed Roku TV partners andmanufacturing partners; • our and our licensed Roku TV partners’ ability to develop, maintain, and expand relationships withimportant retail sales channels that we and they rely on to sell our streaming devices and other products; • our ability to build and maintain a strong brand and customer satisfaction and loyalty; • our and our licensed Roku TV partners’ reliance on contract manufacturers and ability to accurately forecast manufacturingrequirements and manage supply chain and inventory levels; • decreased availability or increased costs for materials and components used in the manufacturing of our products and our licensed Roku TV partners’ products; • our ability to obtain key components from sole source suppliers; • interoperability of our products with content partners’ and other third parties’ offerings, technologies, and systems; • detecting hardware defects and software errors in our products before they are released to end users; • component manufacturing, design, or other defects that may render our products permanently inoperable; • our ability to obtain or maintain necessary or desirable licenses, certifications, or approvals related to our use or support ofthird-party technology, intellectual property, or services; • our introduction of new products and services; • our use of artificial intelligence ( “AI”) technologies in our operations, products, and services; • maintaining adequate customer support levels; Risks Related to Operating and Growing Our Business • our history of operating losses; • volatility of our quarterly operating results that could cause our stock price to decline; • our ability to manage our growth; • our ability to successfully expand our international operations; • seasonality and other potential fluctuations in our business and their impact on our revenue and gross profit; • attracting and retaining key personnel and managing succession; • maintaining systems that can support our growth, business arrangements, and financial rules; • our ability to successfully complete acquisitions and strategic transactions and integrate acquired businesses; • our ability to comply with the terms of our outstanding credit facility; • our ability to secure funds to meet our financial obligations and support our planned business growth; • our uninsured cash deposits; • the impact of macroeconomic conditions, natural disasters, geopolitical conflicts, or other natural or man-made catastrophic events on our business; 36
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Table of Contents Risks Related to Cybersecurity, Reliability, and Data Privacy • data security incidents, including cybersecurity attacks, or other significant disruptions of our information technology systems that could adversely affect our business and subject us to liability; • legal obligations and potential liability or reputational harm related to our collection, processing, disclosure, and storage ofpersonal information; • disruptions in information technology systems or other services that result in a degradation of our platform; • changes in how network operators manage data that travel across their networks; Risks Related to Intellectual Property • intellectual property infringement claims and litigation resulting in significant costs or the loss of important intellectualproperty rights; • failure or inability to protect or enforce our intellectual property or proprietary rights; • our use of open-source software; • our agreements to indemnify certain of our partners if our technology is alleged to infringe on third parties’ intellectualproperty rights; Legal and Regulatory Risks • lawsuits and other legal proceedings, disputes, claims, and government inquiries and investigations; • enactment of or changes to government regulation or laws related to our business; • changes in U.S. or foreign trade policies, geopolitical conditions, and general economic conditions that impact our business; • U.S. or international rules ( or the absence of rules) that permit internet access network operators to degradeusers’ internet service speeds or limit internet data consumption by users; • liability for content that is distributed through or advertising that is served through our platform; • our ability to maintain effective internal controls over financial reporting; • the impact of changes in accounting principles; • compliance with laws and regulations related to the payment of income taxes and collection of indirecttaxes; • changes to U.S. or foreign taxation laws or regulations; Risks Related to Ownership of Our Class A Common Stock • the dual class structure of our common stock; • volatility in the market price of our Class A common stock; • potential dilution or a decline in our stock price caused by future sales or issuance of our capital stock or rights to purchasecapital stock; • a decline in our stock price caused by future sales by existing stockholders; • the impact of our stock repurchase program; • dependency on favorable securities and industry analyst reports; • the significant legal, accounting, and other expenses associated with being a publicly traded company; • the absence of dividends on our common stock; • anti-takeover provisions in our charter and bylaws; and • the limitations resulting from our selection of the Delaware Court of Chancery and the U.S. federal district courts as theexclusive forums for substantially all disputes between us and our stockholders. Risks Related to Our Proposed Transaction with Fox The consummation of the Mergers is contingent on the satisfaction of a number of conditions that may be outside of our orFox’s control and that we or Fox may be unable to satisfy, or that may delay the consummation of the Mergers or result in theimposition of conditions that could reduce the anticipated benefits from the Mergers or cause the parties to abandon the Mergers.* Consummation of the Mergers is contingent upon the satisfaction of a number of conditions, some of which are beyond our and Fox’s control, including, among others: • the expiration or early termination of the applicable waiting period under the HSR Act and the approvalof the Mergers under certain other antitrust and investment screening laws; • the absence of any order, injunction, or law prohibiting the Mergers or litigation under certain antitrust or investment screening laws seeking such an order; • the effectiveness of the registration statement under which shares of Fox Class A common stock to beissued in the Mergers will be registered with the SEC; 37
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Table of Contents • the approval of the issuance of shares of Fox Class A common stock included in the mergerconsideration by the holders of shares of Fox Class B common stock entitled to vote on such matter at a meeting duly called and held for such purpose; and • the approval of the adoption of the Merger Agreement by the Roku stockholders. Our and Fox’s obligation to complete the Mergers is also subject to certain additional conditions, including: • compliance by the other party in all material respects with its obligations under the Merger Agreement; • the accuracy of the other party’s representations and warranties, subject to certain standards set forth in the MergerAgreement; and • the absence of a continuing material adverse effect with respect to each of us and Fox. These conditions to the closing of the Mergers may not be fulfilled in a timely manner or at all, and, accordingly, the Mergers may not be completed. In addition, the Merger Agreement may be terminated under certain circumstances, including: • by either party if the Mergers are not completed by June 14, 2027, which date may be extended toDecember 14, 2027, and which date may be further extended to March 14, 2028 ( the“Termination Date”), under certain circumstances; • by either party if any governmental entity of a competent jurisdiction has issued a final non-appealable order or injunctionpermanently restraining, enjoining or otherwise prohibiting the Mergers; • by either us or Fox if either party fails to obtain the requisite approval of its stockholders; • by either us or Fox if the other party’s board of directors changes its recommendation to itsstockholders to vote in favor of the adoption of the Merger Agreement ( in the case of Roku) or the issuance ofFox Class A common stock pursuant to the Merger Agreement ( in the case ofFox); • by either party in order to accept a Superior Proposal ( as defined in the Merger Agreement); or • by either party if the other party materially breaches its covenants, or breaches its representations and warranties, in theMerger Agreement such that the applicable conditions to closing would not be satisfied, subject in certain cases to the right ofthe breaching party to cure the breach. We and Fox may also terminate the Merger Agreement by mutual written consent. Upon termination of the Merger Agreement, each of us and Fox under specified circumstances, includingtermination by such party to accept a Superior Proposal or termination by the other party upon a change in such party’s board ofdirectors’ recommendation to its stockholders, will be required to pay the other party a termination fee of $86 6 .1 million. Additionally, Fox, under specified circumstances, including termination following an injunction arising in connection with certainantitrust or investment screening laws, or failure to receive certain required regulatory approvals of specified governmental authoritiesby the Termination Date, will be required to pay us a termination fee of $1.2 billion. Additionally, if the Merger Agreement is terminated because the requisite approval of Fox’s stockholders is not obtained, Fox will be required toreimburse 100% of our aggregate out-of-pocket third-party fees and expenses incurred in connection with thetransactions contemplated by the Merger Agreement; provided that such reimbursement shall not exceed $70.0million in the aggregate. As a condition to granting the required clearance under the HSR Act, the Department of Justice or the Federal Trade Commissionmay impose limitations, require divestitures, or place restrictions on the conduct of the combined company after the closing of theMergers; provided, however, that Fox’s obligations to agree to any such remedies are subject to certain limitationsunder the Merger Agreement. If the Mergers are not completed, or if there are significant delays in completing the Mergers, our future business and financialresults could be negatively affected, and we may be subject to certain risks, including, but not limited to, the following: • negative reactions from financial markets, including declines in the price of our Class A common stock because the current stock price may reflect a market assumption that the Mergers will be completed; • payment of certain significant costs relating to the Mergers, whether or not the Mergers are completed; • diversion of our management’s time, resources, and attention to the Mergers rather than our own operations and other opportunities that could have been beneficial to us; and • the requirement that we pay a termination fee of $86 6 .1 million to Fox if the Merger Agreement is terminated under certain circumstances, including by us to enter into a Superior Proposal or by Fox if our Board withholds, qualifies, or modifies in a manner adverse to Fox its recommendation with respect to the Mergers or takes certain similar actions. In addition, if the Mergers are not completed, we could be subject to litigation related to any failure to complete the Mergers orrelated to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement. The cost ofdefending such litigation may be significant, even if such litigation does not have merit. The materialization of any of these risks couldadversely impact our ongoing business. 38
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Table of Contents Efforts to complete the Mergers could disrupt our relationships with third parties and employees, divert management’sattention, or result in negative publicity or legal proceedings, any of which could negatively impact our operating results and ongoing business.* We have expended, and will continue to expend, significant management time andresources to complete the Mergers, which may have a negative impact on our ongoing business and operations. Uncertainty regardingthe outcome of the Mergers and our future could disrupt our business relationships with our existing and potential customers, suppliers, service providers, and other business partners, who may be more cautious in their arrangements with us orattempt to negotiate changes in existing business relationships or consider entering into business relationships withparties other than us. Our employees may have concerns with respect to the Mergers, and uncertainty regarding the outcome of theMergers could also adversely affect our ability to recruit and retain key personnel and other employees. The pendency of the Mergers may also lead to litigation against us and our directors and officers. Such litigation would be distracting to management and may requireus to incur significant costs. Such litigation could result in the Mergers being delayed or enjoined by a court of competent jurisdiction,which could prevent the Mergers from being completed. The occurrence of any of these events individually or in combination could havea material and adverse effect on our business, financial condition, and results of operations. Failure to realize the anticipated benefits of the Mergers, delay in realizing those benefits, or significant challenges inintegrating with Fox could have an adverse effect on the price of the Fox Class A common stock that our stockholders will ownfollowing the completion of the Mergers.* We and Fox have operated and, until the completion of the Mergers, will continue to operate, independently.The success of the Mergers, including anticipated benefits and cost synergies, will depend, in part, on our and Fox’sability to successfully integrate our respective operations in a manner that results in various benefits and that does not materially disruptexisting business and strategic relationships or result in a loss of customers or other business relationships. The process of integrating operations could result in a loss of key personnel or cause an interruption of, or loss of momentum in, the activitiesof one or more of the combined company’s businesses. Inconsistencies in standards, controls, procedures, and policies could adverselyaffect the combined company. The diversion of our management team’s attention and any delays or difficulties encountered inconnection with the Mergers and the integration of our and Fox’s operations could have an adverse effect on the combined company’s business, financial condition, operating results, and prospects. In addition, consummation of the Mergers maytrigger change in control, assignment, or other provisions in certain agreements to which we are a party, which could harm the combinedcompany’s business. If we and Fox experience difficulties in the integration process, includingthose listed above, we may not fully realize the anticipated benefits of the Mergers in a timely manner or at all, and the price of Fox Class A common stock to be issued to our stockholders in the Mergers could be adversely affected. The Merger Agreement contains provisions that limit our ability to pursue alternative transactions to the Mergers, which coulddiscourage a potential competing acquirer from making an alternative transaction proposal.* The Merger Agreement contains provisions that make it more difficult for us to be acquired by, or enter into certain transactionswith, a third party. The Merger Agreement contains customary “no-shop” provisions, including provisions that restrict our ability to,among other things, solicit alternative acquisition proposals from, engage with, furnish information to, and participate in discussions ornegotiations with, third parties regarding any alternative acquisition proposals, subject to certain exceptions that allow our Board to comply with its fiduciary duties. In addition, following our receipt of any alternative transaction proposal thatconstitutes a Superior Proposal ( as defined in the Merger Agreement), Fox would have an opportunity tooffer to modify the terms of the Merger Agreement before our Board may withhold, qualify, or modify in a manner adverse toFox its recommendation with respect to the Mergers and before we may terminate the Merger Agreement. If the Merger Agreement is terminated by us to enter into a Superior Proposal or by Fox if our Board withholds, qualifies,or modifies in a manner adverse to Fox its recommendation with respect to the Mergers or takes certain similaractions, we may be required to pay a termination fee of $86 6 ,084,000 to Fox, as contemplated by the MergerAgreement. Such provisions of the Merger Agreement could discourage or deter a third party that may be willing to pay more than Fox for our outstanding common stock from considering or proposing such an acquisition of us. While the Merger Agreement is in effect, we are subject to restrictions on our business activities.* While the Merger Agreement is in effect, we are generally required to conduct our business in the ordinary course consistent withpast practice, and are restricted from taking certain actions without Fox’s prior consent, which is not to be unreasonably withheld, conditioned, or delayed. These limitations include, among other things, certain restrictions on our ability toamend our organizational documents, acquire other businesses and assets, dispose of our assets, make investments, repurchase,reclassify or issue securities, make loans, pay dividends, incur indebtedness, make capital expenditures, enter into, amend, or terminate certain contracts, change accounting policies or procedures, initiate or settle certain litigation, changetax classifications and elections, or take certain actions relating to intellectual property. These restrictions couldprevent us from pursuing strategic business opportunities and taking actions with respect to our business, including effectivelyresponding to competitive pressures and industry developments, that we may consider advantageous and may, as a result, materially and adversely affect our business, results of operations, and financial condition. 39
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Table of Contents Our stockholders will have a reduced ownership and voting power after the transaction.* After the completion of the transaction, our stockholders will own a smaller percentage of the combined company than they now own of Roku. Immediately upon completion of the transaction, we anticipate that our stockholders will hold approximately 27% of the combined company on a pro forma basis. In addition, the Fox Class A common stock that the stockholders will receive generally does not have the right to vote on matters affecting the combined company, including the election of directors. Consequently, our stockholders, as a group, will have reduced ownership and less ability to influence the combined company compared to their ownership and voting power in us. Because the stock-based consideration our stockholders will receive in connection with the Mergers will include a fixed numberof shares of Fox Class A common stock, and the market price of such common stock has fluctuated and will continue to fluctuate, ourstockholders cannot be certain of the value of the stock-based consideration they will receive in the Mergers. Further, with respect to the fairness of the merger consideration from a financial point of view, the separate fairness opinion our Board received from ourfinancial advisor in connection with the signing of the Merger Agreement speaks only as of the date of the Merger Agreement and notas of any other date.* Under the Merger Agreement, at the effective time of the Mergers, each share of our common stock ( subject to certain exceptions, including shares of our common stock owned by our stockholders who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 2 2 of the General Corporation Law of the State of Delaware) issued and outstanding immediately prior to the effective time of the Mergers will be cancelled and converted into the right to receive ( 1) 0.96 93 ( as defined above, the “Exchange Ratio”) fully paid and non-assessable shares of Fox Class A common stock and ( 2) $96 .00 in cash, without interest ( as defined above, the “Per Share Cash Amount”) ( as explained in Note 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report, the Exchange Ratio and the Per Share Cash Amount are subject to adjustment in certain limited circumstances relating to Roku stockholders who exercise appraisal rights). The market value of the stock-based consideration our stockholders will receive in the Mergers will therefore fluctuate with the market price of Fox Class A common stock. The implied value of the merger consideration to our stockholders has fluctuated since the date of the Merger Agreement announcement and will continue to fluctuate until the date the Mergers are completed, which could occur a considerable amount of time after the date hereof. Fox’s Class A common stock price changes may result from a variety of factors, including, among others,general market and economic conditions, changes in Fox’s and our respective businesses, operations, and prospects,risks inherent in the respective businesses, changes in market assessments of the likelihood that the Mergers will be completed or thevalue that may be generated by the Mergers, and changes in expectations regarding the timing of the Mergers and regulatory considerations. Many of these factors are beyond both our and Fox’s control. You are urged to obtaincurrent market quotations for both our and Fox’s common stock traded on the Nasdaq Global Select Market( trading symbols “ROKU” and “FOXA,” respectively). Further, our Board has received an opinion from our financial advisor in connection with the signing of the Merger Agreement to the effect that, as of the date of such opinion and based upon and subject to the various assumptions, qualifications, limitations, andother matters set forth therein, the merger consideration to be received pursuant to, and in accordance with, the terms of the MergerAgreement by the holders of shares of our common stock ( other than Fox or any affiliate of Fox) was fair, from a financial point of view, to such holders. Changes in our or Fox’s operationsand prospects, general market and economic conditions, and other factors that may be beyond the control of us orFox, and on which our financial advisor’s opinion was based, may significantly alter the value of Roku orFox or the prices of the shares of our common stock or Fox common stock by the time the Mergers are completed. The opinion does not speak as of the time the Mergers will be completed or as of any date other than the dateof such opinion. Because we do not currently anticipate asking our financial advisor to provide an updated fairness opinion, the opinionwill not address the fairness of the merger consideration from a financial point of view at the time the Mergers are completed. Risks Related to Our Business and Industry If we fail to differentiate our streaming platform and compete successfully with our competitors, it will be difficult for us toattract and retain users and our business will be adversely impacted. The global TV streaming industry—including the sale of TV streaming devices as well as the sale of advertising, subscriptionservices, and other on-demand content on TV streaming platforms—is highly competitive. Our success depends in part on user acquisition and retention and the effective monetization of our streaming platform. To attract and retain users, we must respondefficiently to changes in user tastes and preferences and offer our users access to the content they demand on terms that they accept.Effective monetization requires us to continue to update the features and functionality of our streaming platform for users, content partners, and advertisers. We also must effectively support popular sources of streaming content that are available on our platform. Andwe must respond rapidly to actual and anticipated market trends in the TV streaming industry. 40
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Table of Contents Large companies such as Amazon, Apple, and Google offer TV streaming devices that compete with Roku streaming devices andthose of our licensed Roku TV partners and the Roku TV OS. Google licenses its Android operating system software for integration into smart TVs, including those of certain of our existing TV partners, and service provider set-topboxes, and Amazon licenses its operating system software for integration into smart TVs and sells Amazon-brandedsmart TVs. We also face increased competition from Walmart ( which makes and sells Onn. branded streaming products,including co-branded Roku TV models), in light of its acquisition of Vizio ( which makes and sells smart TVs with a proprietary operating system) and the integration of Vizio’s operating system into Walmart products instead of other third-party proprietaryoperating systems. These companies have greater financial resources than we do and can subsidize the cost of their streaming devices orlicensing arrangements to promote their other products and services, which could make it harder for us to acquire new users, retainexisting users, increase Streaming Hours, and monetize our streaming platform. These competitors could also implement standards or technology that are not compatible with our products or that provide a better streamingexperience and have greater resources to more aggressively promote their brands through advertising than we do. In addition, we compete for Streaming Hours with many TV brands, including certain of our existing TVpartners, that offer their own TV streaming solutions within their TVs, mobile streaming applications on smartphones and tablets, and other devices and platforms, such as game consoles with TV streaming functionality. Similarly, some service operators, such as Comcastand Charter Communications ( and their joint venture, Xumo, LLC), offer TV streaming applications and devices as part oftheir cable service plans and can leverage their existing user bases, installation networks, broadband delivery networks, and name recognition to gain traction in TV streaming. If viewers of TV streaming content prefer alternative products to Rokustreaming devices, we may not be able to achieve our expected growth in our key performance metrics. To remain competitive and maintain our position as a leading TV streaming platform, we need to continuously invest in ourplatform, product development, marketing, service and support, and device distribution infrastructure. In addition, evolving TV standards and unknown future developments may require further investments in the development of Roku streaming devices, our streamingplatform, and our other products and services. We may not have sufficient resources to continue to make the investments needed tomaintain our competitive position. In addition, some of our competitors have longer operating histories, greater name recognition, largercustomer bases, and significantly greater financial, technical, sales, marketing, and other resources than us, which provide them with advantages in developing, marketing, or servicing new products and offerings. Our competitors also may enter into businesscombinations or partnerships that strengthen their competitive positions. As a result, they may be able to respond more quickly tomarket demand, devote greater resources to the development, promotion, sales, and distribution of their products or their content, andinfluence market acceptance of their products better than we can. These competitors may also be able to adapt more quickly to new or emerging technologies or standards and may be able to deliver products and services at a lower cost. Sustained competition couldreduce our sales volume, revenue, gross profit, and operating margins, result in pricing pressure, increase our operating costs, harm ourcompetitive position, and otherwise harm our business. To enhance our users’ experience, we also offer other Roku-branded products, including projectors, smarthome products and services, and audio products, and we face additional competition in these product categories. If these products donot operate as designed or do not enhance the Roku Experience as we intend, our users’ overallexperience may be diminished, which may harm our competitive position and otherwise harm our business. Our competitors offer content and other advertising mediums that may be more attractive to advertisers than our streamingplatform. We operate in a highly competitive advertising industry and compete for revenue from advertising with other streaming platformsand services, social media platforms, and other digital platforms, as well as traditional media, such as radio, broadcast, cable and satellite TV, and satellite and internet radio. These competitors offer content and other advertising mediums that may be more attractive toadvertisers than our streaming platform. These competitors are often very large and have more advertisingexperience and financial resources than we do, which may adversely affect our ability to compete for advertisers andmay result in lower revenue and gross profit from advertising. Many major SVOD services now have ad-supported SVOD tiers, which has further increased competition for streaming TV advertising revenue. These services, as well as AVOD and FAST services, sell advertisinginventory in their ad-supported content that is distributed on our streaming platform. Our business and growth prospects may beharmed if we are unable to increase our revenue from advertising by, among other things, continuing to improve our streamingplatform’s capabilities to further optimize and measure advertisers’ campaigns; continuing to increase our streaming platform’s reach; increasing, differentiating, and selling our advertising inventory, including video advertising inventory we sell in The Roku Channel, videoadvertising inventory that we acquire through our streaming services distribution agreements, and display ads included throughout theRoku Experience; innovating our ad product offerings; and maintaining a strong advertising sales team and programmatic capabilities. See also “—If we are unable to maintain an appropriate supply of quality video advertising inventory on ourstreaming platform or generate sufficient demand to effectively sell our available video advertising inventory, our business may beharmed.” If advertisers continue to devote a substantial portion of their advertising budgets to advertising in traditional media or on other digital platforms rather than on advertising on our streaming platform, the future growth of our business may be negativelyimpacted. 41
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Table of Contents Many advertisers continue to devote a substantial portion of their advertising budgets to advertising in traditional media or onother digital platforms, such as traditional TV, radio, print publications, and social media. The future growth of our business depends on the growth of advertising on TV streaming platforms and on advertisers increasing their spending on advertising on our TV streamingplatform. Although traditional TV advertisers have shown growing interest in advertising on TV streaming platforms, we cannot be certainthat their interest will continue to increase or that they will not revert to traditional TV advertising or shift their advertising spending tosocial media and other digital platforms. In addition, if we are unable to compete with social media and other digital platforms to win business from advertisers and advertising agencies who have traditionally advertised on these platforms, such as direct-to-consumer andsmall or medium-sized businesses, our ability to grow our business may be limited. If advertisers, or their agency relationships, do notperceive meaningful benefits of advertising on TV streaming platforms, our business may develop more slowly than weexpect, which could adversely impact our operating results and our ability to grow our business. Finally, there is political or regulatory pressure in some countries to limit streaming TV advertising ( including limitingthe advertising that may be associated with children’s content) or impose local content or prominence requirements on streaming TVservices, which could pose a threat to our operating results and our ability to grow our business. If we are unable to maintain an appropriate supply of quality video advertising inventory on our streaming platform or generate sufficient demand to effectively sell our available video advertising inventory, our business may be harmed. Our business model depends on our ability to maintain an appropriate supply of video advertising inventory on our streamingplatform and sell it to advertisers. While The Roku Channel has historically served as a valuable source of video advertising inventory for us to sell, there is no guarantee that it will continue to do so in the future. If The Roku Channel is unable to secure content that isappealing to our users and advertisers, or is unable to do so on terms that provide a sufficient supply of advertising inventory atreasonable cost, our supply of video advertising inventory will be negatively impacted. We are also dependent on our ability to monetizevideo advertising inventory within other ad-supported apps on our streaming platform and seek to sell such inventory from the content partners of such apps. We may fail to attract content partners that generate a sufficient quantity or quality of ad-supported content hourson our streaming platform or fail to obtain access to a sufficient supply of such advertising inventory from the publishers. Our access to video advertising inventory in ad-supported streaming apps on our streaming platform varies greatly among appsand the amount, quality, and cost of video advertising inventory available to us can change at any time. Accordingly, we may not have access to a significant portion of the video advertising inventory on our streaming platform. For certain apps, including YouTube, we haveno access to video advertising inventory at this time, and we may not secure access in the future. Moreover, we have in the past beenunable, and in the future may be unable, to obtain access to video advertising inventory on ad-supported tiers of SVOD services onmutually agreeable terms, or at all. If we cannot grow, maintain, and generate sufficient demand for an appropriate supply of quality video advertising inventory at reasonable costs to keep up with demand or sell such advertising inventory at our desired price, ourbusiness may be harmed. If the advertising campaigns that run on our streaming platform decrease or are not relevant or not engaging to our users, our business may be harmed. We have made, and are continuing to make, investments to engage with more advertisers and content partners, and enable themto deliver more relevant advertising campaigns to our viewers. Historically, a small number of advertisers and content partners haveaccounted for a significant portion of the spending on ads integrated into our UI, and we are making efforts to expand the number and categories of advertisers spending on these ads. If our advertisers and content partnersdecrease spending on ads integrated into our UI, or if our efforts to broaden the categories of advertisers spending on these ads areunsuccessful, our financial condition and operating results may suffer, and our business may be harmed. For example,consolidation among content partners has in the past resulted, and may in the future result, in decreased spending on ads integrated into our UI. In addition, existing and prospective advertisers may not be successful in serving advertising campaigns thatlead to and maintain viewer engagement. Those ads and campaigns may seem irrelevant, repetitive, or overly targeted and intrusive. Forexample, viewers may dislike the content and frequency of advertising that appears on the Roku Home Screen. We are continuously seeking to balance the objectives of our advertisers with our desire to provide an optimal viewerexperience, but we may not be successful in achieving a balance that continues to attract and retain viewers,advertisers, and content partners. If the advertising campaigns that run on our streaming platform are not relevant, are overly intrusiveor too frequent, or are an impediment to the use of our platform, our viewers may stop using our platform, resulting in a reduction of our user base and Streaming Hours, which will harm our business, financial condition, and operating results. 42
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Table of Contents We are subject to various risks in connection with programmatic advertising. Programmatic streaming TV ad buying is growing within the industry, and advertisers and advertising agencies can programmatically purchase and manage their streaming TV, desktop, and mobile advertising campaigns both off and on the Rokuplatform through third-party mechanisms ( such as third-party DSPs and SSPs) and through our media buying channels. If weare unable to expand our programmatic demand by maintaining and developing third-party demand relationships ina way that is competitive with other advertising platforms, our business could be harmed. We also may not be able to adapt to changes or trends in programmatic streaming TV advertising, which would harm our ability to grow our Advertising revenue and harm ourbusiness. Furthermore, the programmatic advertising ecosystem is large, distributed, and complex, requiring us tointegrate with several key third-party advertising partners. Our compliance with applicable laws and regulations therefore may depend in part on these partners’ commitment to handling user data with the care that we require or expect of them. Becauseintegration of our respective systems is complex and rapidly evolving, we and our partners may be susceptible tobreaches, failures, and other errors ( whether inadvertent or intentional). We expect to encounter moreof these challenges and issues as the number of partners we integrate with increases. We may not be successful in our efforts to further monetize our expanding user base and streaming activity as we increase theamount of content offered and streamed across our platform, which may harm our business.* Our business model depends on our ability to generate Platform revenue from advertisers and content partners. We generate Advertising revenue from the sale of digital advertising ( including direct and programmatic video advertising, ads integratedinto our UI, and related services) and Subscriptions revenue primarily from the sale of subscriptions to end users ( includingsubscription and transaction revenue shares from content partners, the sale of Premium Subscriptions, and the sale of owned andoperated subscription services) and the sale of branded app buttons on remote controls. As such, we are seeking to expand our user base and increase Streaming Hours in an effort to create additional Platform revenue opportunities.As our user base grows and as we increase the amount of content offered and streamed across our platform, we must effectivelymonetize our expanding user base and streaming activity. The total number of Streaming Hours does not correlatewith Platform revenue on a period-by-period basis, primarily because we do not monetize every hour streamed or every user on our platform. Moreover, Streaming Hours on our platform are measured whenever a Roku streaming device is streaming content, whether aviewer is actively watching or not. For example, if our streaming player is connected to a TV, and the viewer turns offthe TV, steps away, or falls asleep without stopping or pausing the player, then a particular streaming app may continue to play contentfor a period of time determined by the streaming app. The Roku TV OS’s “Are you still watching?” feature, which prompts users to confirm they are still watching, does not resolve this lack of correlation. Our ability to deliver advertisements relevant to our users and to increase our streaming platform’s value to advertisers andcontent partners depends on the collection of user engagement data, and the degree to which our users consent to, opt out of, or limit the collection or use of data for advertisements, including as a result of product changes and controls that we have implemented or mayimplement in the future related to new applicable laws, regulations, industry standards, regulatory actions, or litigation that impact ourability to use data for advertising purposes. Content partners may also refuse to allow us to collect data regarding user engagement orrefuse to implement mechanisms we request to ensure compliance with our legal obligations or technical requirements. For example, we are not able to fully utilize program level viewing data from many of our most popular apps to improvethe relevancy of advertisements provided to our users. Certain apps available on our streaming platform are focused on increasing user engagement and time spent within their apps byallowing users to purchase additional content and streaming services within their apps. When users purchase these products and services in-app rather than from us, we may earn less revenue than when such products and services are purchased directly from us.Additionally, if our users spend most of their time within particular apps where we have limited or no ability to place advertisements orleverage user information, or our users opt out from our ability to collect data for use in providing more relevant advertisements, we maynot be able to achieve our expected growth in Platform revenue, gross profit, or certain key performance metrics. Additionally, our distribution agreements with our most popular apps are renegotiated periodically, and changing commercial termscould affect our ability to monetize those apps. The monetization of our streaming platform may not continue to grow as we expect, and at times our Platformrevenue growth has been, and may in the future be, lower than expected due to advertising inventory supply and demand imbalances; advertisers significantly curtailing or pausing advertising spending due to macroeconomic factors or other factorsbeyond our control; competitive pressures from video advertising offerings on other TV streaming platforms or services; the non-bindingnature of advertisers’ spending commitments; fluctuations in streaming services subscription prices; or changes in consumer behaviors related to subscriptions for streaming services. To materially increase the monetization of our streaming platform through the sale ofvideo advertising, we must generate significantly more advertising revenue on our streaming platform as well as deliver ad-supportedcontent that results in our users streaming significantly more ad-supported content. We cannot assure you that we will be successful inmonetizing our streaming platform through the distribution of ad-supported content. 43
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Table of Contents We are subject to various risks in connection with the operation and monetization of our owned and operated streamingservices.* We have three owned and operated streaming services: The Roku Channel, Howdy, and Frndly TV. We have incurred, and willcontinue to incur, costs and expenses in connection with the development, expansion, andoperation of The Roku Channel, which we monetize primarily through advertising, and Howdy and Frndly TV, which we monetizeprimarily through subscription fees. From time to time, we may remove underperforming content from our owned and operated streaming services and record a charge related to such removal. In order to attract users to our owned and operated streaming services, we must secure rights to stream content that is appealingto our users and advertisers. In part, we do this by directly licensing certain content from content owners, such as television and moviestudios. Our agreements with these content owners have varying terms and provide us with rights to make specific content available during certain periods of time. Upon expiration of these agreements, we must re-negotiate and renew theseagreements with the existing content owners, or enter into new agreements with other content owners, to obtainrights to distribute additional titles or to extend the duration of the rights previously granted. If we cannot enter intocontent license agreements to access content that enables us to attract and retain users to our owned and operated streaming services, or if the content we do secure rights to stream is ultimately not appealing to our users and advertisers, usage of our owned and operatedstreaming services may decline, and our business may be harmed. Further, even if we successfully monetize our owned and operatedstreaming services in the United States, we may not be successful in monetizing them in international markets. See also “—We may be unable to successfully expand our international operations, and our international expansion plans, if implemented, will subject us to avariety of risks that may harm our business.” In addition, we produce original content for distribution on The Roku Channel and other platforms, but we may not succeed indoing so in a cost-effective manner that furthers the growth of The Roku Channel and increases its appeal to our users and advertisers. We also assume risks associated with content production, such as completion and key talent risks, and the risk of litigation and claimsrelated to our content production. Furthermore, if the advertisements on our ad-supported streaming services are not relevant to our users or are overly intrusiveand impede our users’ enjoyment of the available content, our users may not stream content and view advertisements on our streaming services, and our streaming services may not generate sufficient revenue from advertising to be cost effective for us to operate. Inaddition, we distribute our streaming services on platforms other than our own streaming platform, and we may not be successful inattracting a large number of users or generating significant revenue from advertising or subscription fees on such other streamingplatforms. The sale of Premium Subscriptions on The Roku Channel also generates Subscription revenue and carries certain non-advertisingrelated risks. See “—If our users sign up for offerings and services outside of our streaming platform or through other apps on ourstreaming platform, our business may be harmed.” We depend on a small number of content partners for more than half of our Streaming Hours, and if we fail to maintain theserelationships, our business could be harmed.* Historically, a small number of content partners have accounted for a significant portion of the hours streamed on our platform. Inthe three months ended June 30, 2026 , the top three streaming services ( excluding The Roku Channel) represented more than half of all hours streamed in the period. If, for any reason, we cease distributing apps that have historicallystreamed a large percentage of the aggregate Streaming Hours on our platform, our Streaming Hours, user base, or Roku streamingdevice sales may be adversely affected, and our business may be harmed. If popular or new content publishers do not publish content on our streaming platform, we may fail to retain existing users and attract new users. We must continuously maintain existing relationships and identify and establish new relationships withcontent publishers to provide popular streaming apps, streaming app features, and content on our platform. In order to remaincompetitive, we must consistently meet user demand for popular streaming apps, streaming app features, streaming app bundles, and content, particularly as we launch new streaming devices, introduce new TVs powered by the Roku TV OS, or enter new markets,including international markets. This may be challenging as the industry continues to evolve, including through consolidation of contentpublishers, joint ventures among content publishers, and licensing of content between content publishers. If we are not successful inhelping our content publishers launch, maintain, and expand their streaming apps and streaming app features that attract and retain a significant number of users on our streaming platform or if we are not able to do so in a cost-effective manner, ourbusiness will be harmed. Our success in assisting our content publishers maintain and expand their app offerings on acost-effective basis largely depends on our ability to effectively promote and market streaming apps, minimize launch delays or downtime of streaming apps, and minimize streaming platform downtime and other technical difficulties. In addition, if service operators, including traditional TV providers, refuse to grant our users access to stream certain apps or onlymake content available on devices they prefer, our ability to offer a broad selection of popular streaming apps or content may be limited,which could adversely affect our business. 44
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Table of Contents The non-renewal or early termination of agreements with our content partners may result in the removal of certain apps or appfeatures from our streaming platform and harm our streaming device sales, user base growth, engagement, and monetization. Our agreements with content partners generally have terms of one to three years and can be terminated before the end of theterm by the content partner under certain circumstances, including if we materially breach the agreement, become insolvent, enterbankruptcy, or commit fraud. Upon expiration of these agreements, we are required to re-negotiate and renew themin order to continue providing content from these content partners on our streaming platform. We have in the past been unable, and in the future may not be able, to reach a satisfactory agreement with certain content partners before our existingagreements have expired. If we are unable to renew such agreements on a timely basis on mutually agreeable terms,or if a content partner terminates an agreement with us before its expiration, we may be required to temporarily orpermanently remove certain apps or app features from our streaming platform. The loss of such apps or app features from our streaming platform for any period of time may harm our business. More broadly, ifwe fail to maintain our relationships with the content partners on terms favorable to us, or at all, or if these content partners faceproblems in delivering their content across our streaming platform, we may lose app partners or users, and our streaming device sales,user base growth, engagement, and platform monetization may be harmed. If our content partners do not participate in new features that we may introduce from time to time or choose to develop theirapps on alternative streaming platforms, our business may be harmed. As our streaming platform and products evolve, we will continue to introduce new features, which may or may not be attractive to our content partners or meet their business or technical requirements. For example, some content partners haveelected not to participate in new Roku Home Screen Menu features ( such as “What to Watch”) or in our Roku Zones( collections of related content across our streaming platform) or have imposed limits on our data gathering for usage withintheir apps. See also “—We may not be successful in our efforts to further monetize our expanding user base and streaming activity as we increase the amount of content offered and streamed across our platform, which may harm our business.” In addition, our streamingplatform utilizes our proprietary Brightscript scripting language to allow our content partners to develop and create apps on ourstreaming platform. Certain content partners may find other languages, such as HTML5, more attractive to develop for and shift theirresources to developing their apps on other platforms. If key content partners do not find our streaming platform simple and attractive to develop apps for, do not value and participate in all of the features and functionality that our streaming platform offers, or determinethat our software developer kit or new features of our platform do not meet their requirements, our business may be harmed. If our users sign up for offerings and services outside of our streaming platform or through other apps on our streamingplatform, our business may be harmed.* We earn Subscriptions revenue by acquiring subscribers for certain of our content partners activated on or through our streamingplatform, including Premium Subscriptions on The Roku Channel, which allow our users to pay for content from various content partners.If users reduce their use of our streaming platform for these purchases or subscriptions for any reason, including opting to pay for services directly with content partners or by other means for which we do not receive attribution, our business may be harmed. In addition, certain apps available on our streaming platform allow users to purchase additional streaming services from withinthose apps. The revenue we earn from these transactions, if any, is not always equivalent to the revenue we earn from sales of suchadditional services on a stand-alone basis through our streaming platform. If users increase their spending on such in-app transactions at the expense of stand-alone purchases through our streaming platform, our business may be harmed. Our growth depends in part on our ability to develop, maintain, and expand relationships with our licensed Roku TV partnersand manufacturing partners.* We license the Roku TV OS and our smart TV reference designs to certain TV brand and manufacturing partners for the development, manufacture, and commercialization of licensed Roku TV models. For a number of years, the sale of Roku TV models by ourlicensed Roku TV partners has materially contributed to growth in our user base and Streaming Hours and supported our platformmonetization efforts. As our Roku TV licensing program has expanded to certain markets outside the United States,international users are representing an increasing share of our user base. We have developed, and intend to continue to develop and expand, relationships with these TV brand and manufacturing partners as we continue to invest in the growth andexpansion of our Roku TV program in both the United States and international markets. We typically do not receiveor expect license revenue from these license arrangements but incur operating expenses toestablish and support them. The economic benefits that we derive from these license arrangements are and will likely continue to be indirect—primarily, growing our user base, increasing Streaming Hours, and enabling us to generate more Platform revenue. If thesearrangements do not continue to result in increased user base and Streaming Hours, and if that growth does not in turn lead tosuccessfully monetizing that increased user activity, our business may be harmed. See also “—We may not be successful in our efforts to further monetize our expanding user base and streaming activity as we increase the amount of content offered and streamed across ourplatform, which may harm our business.” 45
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Table of Contents The loss of a relationship with a licensed Roku TV partner ( including as a result of our sales of Roku-made TVs that aredesigned, made, and sold by us) could harm our results of operations, damage our reputation, increase pricing and promotional pressures from other partners and retail distribution channels, increase our marketing costs, and result in the loss of revenue. If we arenot successful in maintaining existing and creating new relationships with any of these licensed Roku TV partners, orif we encounter technological, content licensing, or other impediments to these relationships, our ability to grow or maintain ourbusiness could be adversely affected. Our Roku TV licensing arrangements are complex and time-consuming to negotiate and complete. Under theselicense arrangements, we generally have limited or no control over the amount and timing of resources our licensing partners maydedicate to the relationship. In the past, our licensed Roku TV partners have failed to meet their forecasts and anticipated market launchdates for distributing Roku TV models, and they may fail to do so in the future. If our licensed Roku TV partners fail to meet their forecasts or launch dates for distributing our streaming devices or choose to deploy competing streaming solutions within their productlines, our business may be harmed. We and our licensed Roku TV partners depend on retail sales channels to effectively market and sell our respective products,and if we or our partners fail to maintain and expand effective retail sales channels, we or our partners could experience lower product sales.* To continue to grow our user base, we must maintain and expand retail sales channels for our products and forthe Roku products sold by our partners or licensees. The majority of our products and our licensed Roku TV partners’ products are sold through brick and mortar retailers and their online sales platforms, as well as online-only retailers. We also sell certain products directlythrough our website and internationally through distributors and retailers. As we are still a relatively recent entrant in certaininternational markets, we may not have established a strong reputation or relationships with retailers for those markets as compared toour retail sales channels in the United States or our competitors in international markets. See also “—We may be unable to successfully expand our international operations, and our international expansion plans, if implemented, will subject us to a variety of risks that mayharm our business.” Our retailers and distributors also sell products that compete with our products and our licensed Roku TV partners’ products,including house-branded televisions sold by such retailers that utilize TV operating systems other than the Roku TV OS. We have no minimum purchase commitments or long-term contracts with any of these retailers or distributors, and there can be no assurance thatwe will reach agreements with our retailers and distributors on terms we find acceptable or that will be consistent with our pastpractices. We are reliant on certain retailers or distributors. Amazon, Best Buy, Target, and Walmart in total accounted for 79% and 83% of our Devices revenue for the three months ended June 30, 2026 and 2025, respectively. Furthermore, our licensed Roku TV partners maybe reliant on the same or other retailers and distributors for a significant portion of their unit sales of Roku TV models. At times, certainretailers and distributors have reduced the number of our and our licensed Roku TV partners’ products available for sale, have chosen not to prominently display those products in their stores or on their websites, or have discontinued selling those products. Such actionshave in the past decreased, and may in the future decrease, the volume of our or our licensed Roku TV partners’ products sold. Theserisks may be exacerbated by our reliance on certain retailers or distributors, or when a major retailer in a jurisdictioncommercializes televisions under brands that the retailer controls. In addition, at times our existing licensed Roku TV partners have chosen to workexclusively with, or divert a significant portion of their business with us, to other operating system developers. Thismay adversely impact our ability to continue to license the Roku TV OS and our smart TV reference design to TV brands and to grow ouruser base and monetize the Roku TV OS. Traditional retailers have limited shelf and end cap space in their stores and limited promotional budgets, and online retailers have limited prime website product placement space. Competition is intense for these resources, and acompetitor with more extensive product lines, stronger brand identity, and greater marketing resources, such asAmazon or Google, possesses greater bargaining power with retailers. In addition, our online retailers, which sell or may sell their owncompetitive streaming devices, smart TVs, and smart home devices, may market and promote their products more prominently on their websites, and could refuse to offer or promote our products on their websites. We also face increased competition with Walmart( which currently makes and sells Onn. branded streaming products, including co-branded Roku TV models), in light ofWalmart’s acquisition of Vizio ( which also makes and sells smart TVs with a proprietary operating system) and the integrationof Vizio’s operating system into Walmart products instead of other third-party proprietary operating systems. See also “—If our efforts to build and maintain a strong brand and customer satisfaction and loyalty are not successful, we may not be able to attract or retain users,and our business may be harmed” and “—If we fail to differentiate our streaming platform and compete successfully with ourcompetitors, it will be difficult for us to attract and retain users and our business will be adversely impacted.” Any reduction in our ability to place and promote our products, or increased competition for available shelf or website placement, could require us to increase ourmarketing or other expenditures to maintain our product visibility or could result in reduced visibility for ourproducts, which may harm our business. In particular, the availability of product placement during peak retail periods, such as the holidayseason, has in the past prevented, and may in the future prevent, us from effectively selling our products during these periods. 4
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Table of Contents If our efforts to build and maintain a strong brand and customer satisfaction and loyalty are not successful, we may not be ableto attract or retain users, and our business may be harmed. Building and maintaining a strong brand is important to attract and retain users, as potential users have many TV streamingchoices. Successfully building a brand is a time-consuming and comprehensive endeavor, and our brand may be negatively impacted byfactors, some of which are beyond our control, such as the quality and reliability of the Roku TV models made by our licensed Roku TVpartners and the quality of the content provided by our content partners. Our competitors may be able to achieve and maintain brand awareness and consumer demand for their products more quickly and effectively than we can. Many of our competitors are largercompanies and may have greater resources to devote to the promotion of their brands through traditional advertising, digital advertising,or website product placement. See also “—If we fail to differentiate our streaming platform and compete successfully with ourcompetitors, it will be difficult for us to attract and retain users and our business will be adversely impacted.” If we are unable to execute on building a strong brand, it may be difficult to differentiate our business and streaming platform from ourcompetitors in the marketplace, which may adversely affect our ability to attract and retain users and harm our business. Our streaming platform allows our users to choose from a wide variety of apps, representing a variety of content from a widerange of content partners. While we have policies that prohibit the publication of content that is unlawful, incites illegal activities, or violates third-party rights, among other things, we may distribute apps that include controversial content. Controversies related to thecontent included on certain apps that we distribute have resulted in, and could in the future result in, negative publicity, cause harm toour reputation and brand, or subject us to claims and may harm our business. If we or our licensed Roku TV partners encounter problems with contract manufacturers or fail to accurately forecast inventoryneeds, our business may be harmed.* We do not have any internal manufacturing capabilities and rely on a limited number of contract manufacturers to build ourplayers, smart home products, and Roku-made TVs. Similarly, while some of our licensed Roku TV partners have internal manufacturing capabilities, others rely primarily or exclusively upon contract manufacturers to build the Roku TV models that ourlicensed Roku TV partners sell to retailers. If we or our Roku TV partners have difficulties with contract manufacturers, our business maybe harmed. Contract manufacturers are vulnerable to, among other issues: capacity constraints; reduced component availability; production, supply chain, or shipping disruptions, delays, or increased costs, including from labor disputes, strikes, mechanical issues, quality controlissues, natural disasters, geopolitical conflicts, and public health crises; and the impact of existing and evolving U.S. orforeign tariffs, trade policies and regulations, or sanctions restrictions on components, finished goods, software, other products, or datatransfers. As a result, we and our Roku TV partners have limited control over delivery schedules, manufacturing yields, and costs, particularly when components ( such as memory chips) are in short supply or new products are introduced. We and our Roku TV partners also have limited control over contract manufacturers’ quality systems and controls, and must relyon contract manufacturers to manufacture products to requisite quality and performance standards and specifications. Delays, component shortages, quality issues, and other manufacturing and supply problems in the past have impaired, and could in the futureimpair, the retail distribution of our products ( including Roku TV models) and ultimately our brand. Any adverse change incontract manufacturers’ financial or business condition also could disrupt the supply of products to retailers and distributors. We also rely on our contract manufacturers and other contractors to perform some of the development work on our products. The contract manufacturers or other contractors may be unwilling or unable to successfully complete desired development orfix defects or errors in a timely manner. Delays in development work by contract manufacturers or contractors coulddelay launch of new or improved products. Our contracts with our contract manufacturers generally may not contain terms that protect us against development, manufacturing, inventory, and supply disruptions or risks. For example, such contracts may not obligate our contractmanufacturers to supply our products in any specific quantity or at any specific price. If our contract manufacturers are unable to fulfillour production requirements in a timely manner, if their costs increase because of supply issues ( such as a memory chipshortage), inflationary pressures, U.S. or international tariffs, sanctions, export or import restrictions, geopolitical conflicts, or if they decide to terminate their relationship with us, we may not be able to meet the demand for our products, we mayhave to increase our prices, our order fulfillment may be delayed or terminated, and we would have to attempt to identify, select, andqualify acceptable alternative contract manufacturers. Some of our contracts may require us to reimburse our contract manufacturers forany excess materials and components they purchase in advance in an effort to meet our projected needs or that were not used as a result of our decision to discontinue a certain model or the use of particular components. If we fail to accuratelyforecast our manufacturing requirements for our products and manage our inventory with our contract manufacturers, we could incuradditional costs, experience manufacturing delays, and lose revenue. 47
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Table of Contents Alternative contract manufacturers may not be available when needed or may not be in a position to satisfy productionrequirements at commercially reasonable prices, to requisite quality and performance standards on a timely basis, or at all. Any significant interruption in contract manufacturing for any reason could require the reduction of the supply of products to retailers anddistributors. Any of these circumstances could reduce our revenue, or cause us to incur higher costs than anticipated, which wouldnegatively impact our Devices gross margin. In addition, contract manufacturers’ facilities, and the facilities of contract manufacturers’ suppliers, are located in various geographic areas that may be subject to political, economic, labor, trade, public health, social, and legal uncertainties, including Brazil,China, Mexico, Taiwan, Thailand, and Vietnam, and such uncertainties may harm or disrupt our relationships withthese parties or their ability to perform. For example, if the tensions between Taiwan and China escalate and impactthe operations of contract manufacturers and their Taiwanese suppliers, our supply chain and our business could be adversely affected. We believe that the international location of these facilities increases supply risk, including the risk of supply interruptions, tariffs, andtrade restrictions on exports or imports. Our products incorporate key components from sole source suppliers, and if our contract manufacturers are unable to obtainsufficient quantities of these components on a timely basis, we will not be able to deliver our products to our retailers and distributors. We depend on sole source suppliers for key components in our products. For example, each of our streamingplayers and TVs powered by the Roku TV OS may utilize a specific system on chip ( or SoC), Wi-Fi silicon product, and Wi-Fifront-end module, each of which may be available from only a single manufacturer and for which we do not have a second source. Although this approach allows us to maximize product performance on lower cost hardware, reduceengineering development and qualification costs, and develop stronger relationships with our strategic suppliers, this also creates supplychain and pricing risks. These sole-source suppliers could be constrained by fabrication capacity issues or material supply issues, such asU.S. or foreign tariffs, war or other government or trade relations issues, other export or import restrictions, as well as any retaliatory actions, on parts or components for finished products that are used in final assembly of their components( or on the finished products themselves), or shortages of key components. In addition, a strategic supplier may stop producing such components, cease operations, be acquired by or enter intoexclusive arrangements with our competitors or other companies, put contract manufacturers on allocation because of component shortages, decide to allocate manufacturing resources to other products ( such as memory chips), or becomesubject to U.S. or foreign sanctions or export control restrictions or penalties. Such suppliers haveexperienced, and may in the future experience, production, shipping, or logistical constraintsarising from macroeconomic conditions or other circumstances, such as inflationary pressures, geopolitical conflicts, and supply chain disruptions. Such interruptions and delays have in the past and may in the future force us to seek similar components from alternativesources, which may not always be available, and which may cause us to delay product introductions and incur air freightexpense. Switching from a sole-source supplier may require that we adapt our software and redesign our products to accommodate new chips and components, and may require us to re-qualify our products with regulatory bodies, such as the U.S. FederalCommunications Commission ( “FCC”), which would be costly and time-consuming. Any interruption in the supply of sole-source components for our products could adversely affect our ability to meet scheduled product deliveries to our retailers anddistributors, result in lost sales and higher expenses, and harm our business. If our products do not operate effectively with various offerings, technologies, and systems from content partners and otherthird parties that we do not control, our business may be harmed. The Roku TV OS is designed to perform using relatively low-cost hardware, which enables us to drive user growth via Rokustreaming devices offered at a low cost to users. However, this hardware must be interoperable with all apps and other offerings, technologies, and systems from our content partners, including virtual multi-channel video programming distributors, and other thirdparties. We have no control over these offerings, technologies, and systems beyond our app certification requirements, and if Rokustreaming devices do not provide our users with a high-quality experience on those offerings on a cost-effective basisor if changes are made to those offerings that are not compatible with Roku streaming devices, we may be unable to increase user base growth and user engagement or may be required to increase our hardware costs, and our business will be harmed. We plan to continue to introduce new products regularly, including, for example, the new Roku streamingdevices and product enhancements we announced in 2025, and we have experienced that it takes time to optimizesuch products to function well with these offerings, technologies and systems. In addition, many of our largest content partners have the right to test and certify our new products before we can publish their apps. The certification processes can be time-consuming andintroduce third-party dependencies into our product release cycles. If our content partners do not certify new products on a timely basisor require us to make changes in order to obtain certifications, our product release plans may be adversely impacted, we may not be able to offer certain products to all licensed Roku TV partners or we may not continue to offer certain apps. To continue to grow our user baseand user engagement, we will need to prioritize development of Roku streaming devices to work better with new offerings, technologies,and systems. If we are unable to maintain consistent operability of Roku streaming devices that is on parity with or better than otherplatforms, our business could be harmed. 48
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Table of Contents In addition, any future changes to offerings, technologies, and systems from our content partners may impact the accessibility,speed, functionality, and other performance aspects of Roku streaming devices. We may not successfully develop Roku streaming devices that operate effectively with these offerings, technologies, or systems. If it becomes more difficult for our users to access and use theseofferings, technologies, or systems, our business could be harmed. Our products are complex and may contain hardware defects and software errors, which could manifest themselves in waysthat could harm our reputation and our business. Our products and the products of our licensed Roku TV partners are complex and have in the past contained,and may in the future contain, hardware defects or software errors. These defects and errors can manifest themselves in any number ofways in our products or our streaming platform, including through diminished performance, security vulnerabilities, data loss or poorquality, device malfunctions, account inactivity, or even permanently disabled products. Some errors may only be discovered after a product has been shipped and used by users and may in some cases only be detected under certain circumstances or afterextended use. We update our software on a regular basis, and, despite our quality assurance processes, we have inthe past introduced, and may in the future introduce, software errors in the process of any such updates. The introduction of a serious software error could result in products becoming permanently disabled. We offer a limited warranty for our products, in accordance with applicable law, however, providing software updates, product support, and other activities couldcause us to be responsible for issues with products for an extended period of time. Any defects discovered in ourproducts after commercial release could result in loss of revenue or delay in revenue recognition, loss of customer goodwill and users, and increased service costs, any of which could harm our business, operating results, and financial condition. We could also face claimsfor product or information liability, tort or breach of warranty, or other violations of laws or regulations. In addition, our contracts withour end users contain provisions relating to warranty disclaimers and liability limitations, which may not be upheld. Defending a lawsuit,regardless of its merit, is costly and may divert management’s attention and adversely affect the market’s perception of Roku and our products. In addition, if our insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, ourbusiness could be harmed. Components used in our products may fail as a result of manufacturing, design, or other defects that were unknown to us orover which we have no control and may render our products permanently inoperable. We rely on third-party component suppliers to provide certain functionalities needed for the operation and use of our products.Any errors or defects in such third-party technology could result in errors or defects in our products that could harm our business. Ifthese components have a manufacturing, design, or other defect, they could cause our products to fail and could render thempermanently inoperable. For example, the typical means by which our users connect their home networks to our players is by way of a Wi-Fi access point in the home network router. If the Wi-Fi receiver or transmitter in a player fails and cannotdetect a home network’s Wi-Fi access point, the player will not be able to display or deliver any content to the TV screen. As a result, wemay have to recall and replace defective products, which could be at a considerable expense. In addition, if our insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, our business could be harmed.Should we have a widespread problem of this kind, our reputation in the market could also be adversely affected. If we are unable to obtain or maintain necessary or desirable licenses, certifications, or approvals related to our use or supportof third-party technology, intellectual property, or services then our ability to develop and introduce new products and services, and continue to manufacture, update, and commercialize existing products and services, may be impaired. We use or enable in our products and services certain industry standard and other technology, intellectual property, and servicesthat are obtained from third parties. In order to continue to make, distribute, update, and commercialize existingproducts and services and introduce and commercialize new products and services that use a third-party technology, we may be required to maintain certain licenses, certifications, and approvals from the relevant third parties. The licenses, certifications, and approvals weneed to obtain may be or become unavailable to us on commercially reasonable terms, if at all. If we are unable to obtain or maintainnecessary third-party licenses, certifications, or approvals, we may have to obtain substitute technologies, intellectual property, orservices with lower quality or performance standards, or at a greater cost, or remove desired functions and features from our products and services, any of which could harm customer and partner relationships, as well as the competitiveness of our products, services, andbusiness. Our products and services are designed to be compatible with numerous industry standards. In many cases, these industrystandards have numerous associated patents known generally as standard essential patents ( “SEPs”). Traditionally, SEP patents have been licensed through large patent pools allowing licensees, such as Roku, to take a single license for the majority or evenall of the patents relevant to a particular technology. Over time, this model has shifted to smaller pools and individual licensors,increasing the time, cost, and difficulty of SEP licensing. If we are unable to obtain a license to a necessary SEP on commercially reasonable terms, or at all, or find a suitable substitute technology that complies with the industry standard, our customer and partnerrelationships, as well as the competitiveness of our products and services, and our business may be harmed. See also “—We mustcontinue to innovate and develop new and existing products and services to remain competitive, and new products and services exposeour business to new risks.” 49
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Table of Contents We must continue to innovate and develop new and existing products and services to remain competitive, and new productsand services expose our business to new risks. We must continually innovate and improve our products and services and develop new products and services to meet changingconsumer demands. The introduction of a new product or service is a complex process, involving significantexpenditures in research and development, promotion, and sales channel development, and canexpose our business to new risks. For example, in 2025, we acquired Frndly TV and launched Howdy, both of which are owned and operated subscription streaming services. The introduction of new products and services orchanges to our existing products and services may require us to comply with new laws and regulations and result innew or enhanced governmental or regulatory scrutiny, new litigation or claims, or other complications that could adversely affect ourbusiness, reputation, or financial results. In addition, our entrance into entirely new lines of business beyond our historical core business of TV streaming and advertising, such as our smart home products, may change our risk profile and subject us to risks that differ from therisks we face as a result of our historical TV streaming business. Whether users will broadly adopt our new products or services is not certain. Our future success will depend on our ability todevelop new and competitively priced products and services and add new desirable content and features to our streaming platform. Moreover, we must introduce new products and services in a timely and cost-effective manner, and we must secure production orders fornew products from our contract manufacturers. See also “—If popular or new content publishers do not publish content on our streamingplatform, we may fail to retain existing users and attract new users.” The successful development and introduction of new products and services depends on a number of factors, including: • the accuracy of our forecasts for market requirements beyond near-term visibility; • our ability to anticipate and react to new technologies and evolving consumer trends; • our development, licensing, or acquisition of new technologies; • our timely completion of new designs and development; • our ability to timely and adequately redesign or resolve design or manufacturing or security issues; • our ability to identify and contract with appropriate manufacturers; • the ability of our contract manufacturers to cost-effectively manufacture our products, produce quality products, and minimize defects, manufacturing mishaps, shipping costs, and delays; • the availability of materials and key components used in manufacturing; • tariffs, trade, sanctions, and export restrictions by the U.S. or foreign governments; • our ability to comply with regulatory requirements; and • our ability to attract and retain high quality research and development personnel. If any of these or other factors materializes, we may not be able to develop and introduce new products or services in a timely orcost-effective manner, and our business may be harmed. We do not expect that all of our new products and services will be successful. We are using AI technologies in our operations, products, and services, which may present operational, legal, and reputationalrisks.* We have incorporated and intend to continue to incorporate AI technologies, such as machine learning and generative AI, into our operations, products, and services. For example, we use AI technologies to power our content recommendationengine and our content row on the Roku Home Screen to provide more personalized recommendations. We also use AI technologies toimprove measurement and performance in Roku Ads Manager and drive internal operational productivity and efficiency. As with many innovations, AI presents risks and challenges that could adversely impact our business. AI technologies may create errors, inaccuracies, unintended biases, and discriminatory outcomes, or may create content that appears correct but is inaccurate orflawed. If the recommendations, content, or analyses that AI applications produce are or are alleged to be deficient or inaccurate, wecould be subjected to competitive harm, legal liability, regulatory action, or reputational harm. The legal and regulatory landscapesurrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity, and privacy and data protection. For example, there is uncertainty around the validity and enforceability of intellectual propertyrights related to the use, development, and deployment of AI technologies in many jurisdictions. Compliance with new or changing laws,regulations or industry standards relating to AI may impose significant operational costs and may limit our ability to develop or deploy AItechnologies in our products or services. See also “—If government regulations or laws relating to the internet, video, advertising, or other areas of our business change, we may need to alter the manner in which we conduct our business, or our business could beharmed.” There can be no assurance that the measures we have taken to mitigate the potential risks related to AI technologies will besufficient. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm. 50
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Table of Contents If we fail to provide adequate levels of quality customer support, we could lose users, advertisers, content partners, andlicensed Roku TV partners, which could harm our business. A high level of support is critical for the success of our business, and our users depend on this support to resolve issues relating toour products and our streaming platform. We currently outsource the majority of our customer support operation to a third-partycustomer support organization which provides support to end users and licensees. If we do not effectively train, update, and manage ourthird-party customer support organization to assist our users and licensees, and if that support organization does not succeed in helping them quickly resolve issues or provide effective ongoing support, it could adversely affect our ability to monetize our streaming platform,to sell our products to users and could harm our reputation with potential new customers and our licensees. Risks Related to Operating and Growing Our Business We have incurred operating losses in the past, may incur operating losses in the future, and may not be able to maintain profitability.* We have incurred operating losses in the past, and we may incur operating losses in the future. Although we achieved profitabilityin certain quarters, we may not be able to maintain profitability in the future. As of June 30, 2026 , we had an accumulated deficit of$1,401.4 million. Our operating expenses have increased in the past and may increase again in the future as we expand our operations and invest in growth and new areas. If our revenue and gross profit do not grow at a greaterrate than our operating expenses, we may not be able to maintain profitability in the future. Weexpect our profitability to fluctuate in the future for a number of reasons, including without limitation the other risks and uncertainties described herein. We may also encounter unforeseen operating or legal expenses, difficulties,complications, delays, and other factors that may result in losses in future periods. Our quarterly operating results may be volatile and are difficult to predict, and our stock price may decline if we fail to meet theexpectations of securities analysts or investors.* Our revenue, gross profit, key performance metrics, and other operating results could vary significantly from quarter-to-quarterand year-to-year and may fail to match our past performance due to a variety of factors, including many factors that are outside of ourcontrol. Factors that may contribute to the variability of our operating results and cause the market price of our Class A common stock tofluctuate include: • the Mergers, the pendency of the Mergers, perceptions regarding the Mergers, or the failure to complete the Mergers; • the entrance of new competitors or competitive products or services; • our ability to retain and grow our user base, increase engagement among new and existing users, andmonetize our streaming platform; • our ability to maintain effective pricing practices in response to competitive market conditions or other macroeconomicfactors, such as increased or changing taxes, inflation, or tariffs, and our ability to control costs, includingour operating expenses; • our revenue mix, which drives gross profit; • supply of advertising inventory on our platform and advertiser demand for such inventory; • seasonal, cyclical, or other shifts in revenue from advertising or product sales; • the timing of the launch of new or updated products, apps, or features; • the addition or removal of content or apps from our streaming platform; • the expense and availability of content to license or produce for our owned and operated streamingservices; • the ability of retailers to anticipate consumer demand; • an increase in the cost of manufacturing or components ( such as memory chips) of our products or partner-branded products; • delays in delivery of our products or partner-branded products, or disruptions in our or our partners’ supply or distributionchains; and • an increase in legal costs, including costs associated with protecting our intellectual property, defending against intellectualproperty infringement allegations, or procuring rights to intellectual property. See also “—The market price of our Class A common stock has been, and may continue to be, volatile, and the value of our Class Acommon stock may decline.” Our gross margins vary across our devices and platform offerings. In particular, gross margins on our streaming devices vary acrossmodels and can change over time as a result of product transitions, pricing and configuration changes, component costs, device returns,and other cost fluctuations ( including due to the impact of tariffs or other trade restrictions). Although our Devices, Advertising, and Subscription segments had positive gross margin for the three and six months ended June 30, 202 ,gross margin for certain segments has been negative in the past and may be negative in the future. 51
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Table of Contents In addition, our gross margin and operating margin percentages, as well as overall profitability, may be adversely affected as aresult of a shift in device, geographic, or retail sales channel mix, component cost increases, price competition, or the introduction of new products, including those that have higher cost structures with flat or reduced pricing. We have in the past and mayin the future strategically reduce our Devices gross margin or record negative gross margin on devices in an effort to grow our user baseand gross profit. As a result, our Devices segment revenue may not increase as rapidly as it has in the past, or at all, and, unless we are able to continue to increase our Platform revenue and grow our user base, we may be unable to grow gross profit and our business will beharmed. For example, from time to time, global supply chain disruptions have resulted in shipping delays, increasedshipping costs, component shortages ( such as the memory chip shortage), and increases in component prices, whichnegatively affected our Devices gross margin. If a reduction in Devices gross margin does not result in an increase in our user base or an increase in our Platform revenue and gross profit, our financial results may suffer, and our business may be harmed. In addition, ourAdvertising and Subscription segments have experienced in the past, and may experience in thefuture, lower gross margins than we anticipate. If our Advertising and Subscription gross margins are lower than we anticipate, ourfinancial results may suffer, and our business may be harmed. If we have difficulty managing our growth in operating expenses, our business could be harmed.* From time to time, we have experienced significant growth in our research and development, sales andmarketing, support services, operations, and general and administrative functions, and we may expand certain of these activities in the future. Our historical growth has placed, and any future growth will continue to place, significant demands on ourmanagement, as well as our financial and operational resources, to: • manage a larger organization; • hire more employees, including engineers with relevant skills and experience; • expand internationally; • increase our sales and marketing efforts; • expand the capacity to manufacture and distribute our products; • broaden our customer support capabilities; • expand our product offerings; • support our licensed Roku TV partners; • expand and improve the content offering on our streaming platform; • implement appropriate operational and financial systems; and • maintain effective financial disclosure controls and procedures. If we fail to manage our growth effectively, including if we grow our business too rapidly, we may not be able toexecute our business strategies, which could harm our business and adversely affect our financial condition, results of operations, or cash flows. The challenges of managing our growth effectively may be exacerbated due to thependency of the Mergers. We have previously undertaken restructuring plans to adjust our investment priorities and manage our operatingexpenses, and we may do so again in the future. We have incurred, and may in the future incur, material costs and charges in connection with restructuring plans and initiatives, and there can be no assurance that any restructuring plans and initiativeswill be successful. Any restructuring plans may adversely affect our internal programs and our ability to recruit and retain skilled andmotivated personnel, may result in a loss of continuity, loss of accumulated knowledge, or inefficiency during transitional periods, mayrequire a significant amount of employees’ time and focus, and may be distracting to employees, which may divert attention from operating and growing our business. If we fail to achieve some or all of the expected benefits of any restructuring plans or are unable to manageour growth and expansion plans effectively, which may be affected by factors outside of our control, our business,operating results, and financial condition could be adversely affected. We may be unable to successfully expand our international operations, and our international expansion plans, if implemented, will subject us to a variety of risks that may harm our business.* We currently generate the vast majority of our revenue in the United States and have limited experience marketing, selling, licensing, and supporting our products and running or monetizing our streaming platform outside the United States. Inaddition, we have limited experience managing the administrative aspects of a global organization. While we intendto continue to explore opportunities to expand our business in international markets in which wesee compelling opportunities, we may not be able to create or maintain international market demand for our products and streaming platform services. Moreover, we face intense competition in international markets, especially because some of our competitors havealready successfully introduced their products into new markets we are entering and have greater resources andexperience managing a global organization. 52
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Table of Contents In the course of expanding our international operations, we are subject to a variety of risks that couldadversely affect our business, including: • differing and evolving legal and regulatory requirements in foreign jurisdictions, including laws and regulations pertainingto data privacy and security, consumer protection, tax, telecommunications, trade ( includingtariffs, quotas, and sanctions), labor, environmental protection, censorship and other content restrictions, AI technologies,intellectual property, and local content and advertising requirements, among others; • exposure to increased corruption risk and compliance with laws such as the U.S. Foreign CorruptPractices Act, UK Bribery Act, and other anti-corruption laws, U.S. or foreign export controls andsanctions, and local laws requiring the maintenance of accurate books and records and a system of sufficient internal controls; • slower consumer adoption and acceptance of streaming devices and services in other countries; • different or unique competitive pressures, including as a result of competition with other devices that consumers may useto stream TV or existing local traditional TV services and products, including those provided by incumbentTV service providers and local consumer electronics companies; • greater difficulty supporting and localizing Roku streaming devices and our streaming platform, including delivering support and training documentation in languages other than English; • our ability to deliver or provide access to popular streaming apps or content to users in certain international markets; • availability of reliable broadband connectivity in areas targeted for expansion; • challenges and costs associated with staffing and managing foreign operations; • differing legal and court systems, including limited or unfavorable intellectual property protection; • unstable political and economic conditions, social unrest, or economic instability, including due to pandemics, naturaldisasters, wars, terrorist activity, foreign invasions, tariffs, trade disputes, local or global recessions, diplomatic or economic tensions ( such as the tension between China and Taiwan and the conflicts in the Middle East), long-termenvironmental risks, or climate change; • adverse tax consequences, such as those related to changes in tax laws( including increased tax rates, the imposition of digital services taxes, and the adoption of global corporate minimum taxes and anti-base-erosion rules), changes in theinterpretation of existing tax laws, and the heightened scrutiny bytax administrators of companies that have cross-border business activities; • the imposition of customs duties on cross-border data flows for streaming services, such as in the event that the World Trade Organization ( “WTO”) fails to extend the current moratorium on such duties or themoratorium is applied only among WTO member states that support a new e-commerce agreement; • inflationary pressures, which may increase costs for materials, supplies, and services; • fluctuations in currency exchange rates, which could impact the revenue andexpenses of our international operations and expose us to foreign currencyexchange rate risk ( see the section titled “Foreign Currency ExchangeRate Risk” in Part I, Item 3 of this Quarterly Report); • restrictions on the repatriation of earnings from certain jurisdictions; and • working capital constraints. In addition, we may face challenges in successfully deploying our business model—scale, engagement, and monetization—ininternational markets. Even if we successfully grow our user base in international markets, we may be unable to effectively grow our Streaming Hours or monetize user activity in those markets. If we invest substantial time and resources into internationalexpansion and fail to achieve a timely return on that investment, our business and financial condition may beharmed. Our revenue and gross profit are subject to seasonality and other potential fluctuations, and if our sales during the affected periods fall below our expectations, our business may be harmed.* Seasonality and certain one-time events significantly affect our business. For example, our revenue and grossprofit are traditionally strongest in the fourth quarter of each fiscal year due to higher consumer purchases and increased advertisingduring holiday seasons. Furthermore, in preparation for the fourth quarter holiday season, we recognize significant discounts in the average selling prices of our products through retailers in an effort to grow our user base, which typically reduce our Devices grossmargin in the fourth quarter. From time to time, our sales and marketing expenses may fluctuate or be weightedtowards part of the year. Additionally, certain other events have in the past, and may in the future, impact the amount of advertising spending on our platform. Given the seasonal and often irregular nature of advertising and our product sales, as well as other potential fluctuations, accurateforecasting is critical to our operations. We anticipate that such impact on revenue and gross profit is likely to continue, and any shortfallin expected fourth quarter revenue due to a decline in the effectiveness of our promotional activities, actions by our competitors, reductions in consumer discretionary spending, curtailed advertising spending, disruptions in our supply or distributionchains, tariffs or other restrictions on trade, increased shipping costs, shipping or air freight delays, or for any other reason, would causeour full year results of operations to suffer 53
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Table of Contents significantly. For example, delays or disruptions at U.S. ports of entry have in the past, and may in the future,adversely affect our or our licensed Roku TV partners’ ability to timely deliver products to retailers during holiday seasons. A substantial portion of our expenses are personnel-related ( including salaries, stock-basedcompensation, and benefits) and facilities-related, none of which are seasonal in nature. Accordingly, in the event of a revenue shortfall,we would be unable to mitigate the negative impact on gross profit and operating margins, at least in the short term, and our businesswould be harmed. If we fail to attract and retain key personnel, effectively manage succession, or hire, develop, and motivate our employees, wemay not be able to execute our business strategy or continue to grow our business. Our success depends in large part on our ability to attract and retain key personnel on our senior management team and in ourengineering, research and development, sales and marketing, operations, and other organizations. In particular, our founder, Chairman and Chief Executive Officer, Anthony Wood, is critical to our overall management, as well as the continueddevelopment of our products and streaming platform, our culture, and our strategic direction. We do not have long-term employment ornon-competition agreements with any of our key personnel. The loss of one or more of our executive officers or theinability to promptly identify a suitable successor to a key role could have an adverse effect on our business. Our ability to compete and grow depends in large part on the efforts and talents of our employees. Labor is subject toexternal factors that are beyond our control, including our industry’s highly competitive market for skilled workersand leaders, cost inflation, workforce participation rates, immigration policies, and unstable political conditions. Our employees, particularly engineers and other product developers, are in demand, and we devote significant resources to identifying, hiring, training,successfully integrating, and retaining these employees. To attract top talent, we generally offer competitive compensation packagesbefore we can validate the productivity of those employees. In addition, some companies offer a remote or hybrid work environment,which may increase the competition for employees from employers outside of our traditional office locations. To retain employees, we have in the past and may in the future need to increase our employee compensation levels or other benefits in response to competitionand other business and macroeconomic factors. The loss of employees or the inability to hire additional skilled employees necessary tosupport our growth could result in significant disruptions to our business, and the integration of replacement personnel could be time-consuming and expensive and cause disruptions. We believe a critical component to our success and our ability to retain our best people is our culture. As we continue to grow, wemay find it difficult to maintain our entrepreneurial, execution-focused culture. In addition, past or any additionalworkforce reductions could harm employee morale and negatively impact employee recruiting and retention. We need to maintain operational and financial systems that can support our expected growth, increasingly complex business arrangements, and rules governing revenue and expense recognition, and any inability or failure to do so could adversely affect ourfinancial reporting, billing, and payment services. We have a complex business that is growing in size and complexity both in the United States and in international jurisdictions. To manage our growth and our increasingly complex business operations,especially as we move into new markets internationally or acquire new businesses, we will need to maintain and may need to upgradeour operational and financial systems and procedures, which requires management time and may result in significant additionalexpense. Our business arrangements with our content partners, advertisers, licensed Roku TV partners, and other licensees, and the rules that govern revenue and expense recognition in our business, are increasinglycomplex. To manage the expected growth of our operations and increasing complexity, we mustmaintain operational and financial systems, procedures, and controls and continue to increase systems automation to reduce reliance on manual operations. An inability to do so will negatively affect our financial reporting, billing, and payment services. Our current andplanned systems, procedures, and controls may not be adequate to support our complex arrangements and the rulesgoverning revenue and expense recognition for our future operations and expected growth.Delays or problems associated with any improvement or expansion of our operational and financial systems and controls could adversely affect our relationships with our users, content partners, advertisers, advertisement agencies, licensed Roku TVpartners, or other licensees; cause harm to our reputation and brand; and result in errors in our financial and other reporting. We may pursue acquisitions and other strategic transactions involving a number of risks, which could harm our business if notsuccessfully addressed. We have acquired, and may in the future acquire, businesses, products, technologies, or other assets toexpand our offerings and capabilities, user base, and business. For example, in May 2025, weacquired Frndly TV, a subscription streaming service that offers live TV, on-demand video and cloud-based DVR, to support our focus on growing Platform revenue and Roku-billed subscriptions. We have evaluated, and expect to continue to evaluate, awide array of potential strategic transactions, including acquisitions; however, these acquisitions and other strategic transactions may notultimately be successful. Certain acquisitions and other strategic transactions could be material to our financial condition and results ofoperations, and any anticipated benefits from an acquisition or other strategic transaction may never materialize. 54
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Table of Contents Acquisitions and other strategic transactions may require the expenditure of cash, dilutive issuances of equitysecurities, or the incurrence of debt, which could adversely affect our operating results, and result in unfavorable accounting treatment. In addition, acquisitions have in the past, and may in the future, expose us to claims and disputes by third parties,including intellectual property claims. Acquisitions and other strategic transactions may not generate sufficient financial returns to offsetrelated costs and expenses. In addition, the process of integrating acquired businesses, products, or technologies has created, and may in the future create, unforeseen operating difficulties and expenditures, in particular when the acquired businesses, products, ortechnologies involve areas of operation in which we have limited or no prior experience. Acquisitions of businesses,products, or technologies in international markets would involve additional risks, including those related to integration of operationsacross different cultures and languages, currency risks, and the particular economic, political, and regulatory risks associated with specific countries. We may not be able to address these risks successfully, or at all, without incurring significant costs, delays, or other operationalproblems, and if we were unable to address such risks successfully, our business could be harmed. Our credit facility provides our lenders with a first-priority lien against substantially all of our assets and contains financialcovenants and other restrictions on our actions that may limit our operational flexibility or otherwise adversely affect our financial condition.* On September 16 , 2024, we entered into a credit agreement ( the “Credit Agreement”), by and among us, asborrower, certain of our subsidiaries, as guarantors, the lenders and issuing banks party thereto, and Citibank N.A., as administrative agent ( the “Agent”), providing for ( i) a five-year revolving credit facility in an aggregate principal amount of up to$300.0 million, and ( ii) an uncommitted increase option of up to an additional $300.0 million exercisableupon the satisfaction of certain customary conditions. The Credit Agreement provides for a $100.0 million sub-facility for the issuance ofletters of credit, and certain existing letters of credit were deemed outstanding under this facility. The Credit Agreement will mature on September 16 , 2029. Proceeds from the Credit Agreement may be used for general corporate purposes,including to finance working capital requirements. As of June 30, 2026 , we had not borrowed against the Credit Agreement. The Credit Agreement contains financial covenants requiring the maintenance of a minimum interest coverage ratio and amaximum total net leverage ratio, as well as customary events of default, the occurrence of which could result in amounts borrowed under the Credit Agreement becoming due and payable and remaining commitments terminated before the initialtermination date on September 16 , 2029. The Credit Agreement also contains a number of customary affirmative and negative covenantsthat, among other things, impose restrictions, subject to certain exceptions, on indebtedness, liens, fundamentalchanges, investments, asset dispositions, restricted payments, dividends and distributions, prepayment of other indebtedness, transactions with affiliates, restrictive agreements, amendments of material documents, and the abandonment of intellectual property.The obligations under the Credit Agreement, along with certain swap and banking services obligations, are secured by substantially allthe assets of us and our subsidiaries that are guarantors under the Credit Agreement, except for certain customary excluded assets. As of June 30, 2026 , we were in compliance with all of the covenants of the Credit Agreement. However, if we fail to comply withthe covenants, fail to make payments as specified in the Credit Agreement, or undergo any other event of default contained in the CreditAgreement, the Agent could declare an event of default, which would give it the right to terminate the commitments to provide additional loans and declare any borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due andpayable. In addition, the Agent would have the right to proceed against the assets we provided as collateral pursuant to the CreditAgreement. If any future outstanding debt under the Credit Agreement is accelerated, we may not have sufficient cash or be able to sellsufficient assets to repay it, which would harm our business and financial condition. We may require additional capital to meet our financial obligations and support planned business growth, and this capitalmight not be available on acceptable terms or at all. We intend to continue to make significant investments to support planned business growth and may require additional funds torespond to business challenges, including the need to develop new products and enhance our streaming platform, continue to expand the content on our platform, maintain adequate levels of inventory to support our retail partners’ demandrequirements, improve our operating infrastructure, or acquire complementary businesses, personnel, and technologies. Our primaryuses of cash include operating costs such as personnel-related expenses and capital spending. Our future capitalrequirements may vary materially from those currently planned and will depend on many factors including our growth rate and the continuing market acceptance of our products and streaming platform, along with the timing and effort related to the introduction ofnew platform features, products, the hiring of experienced personnel, the expansion of sales andmarketing activities, as well as overall economic conditions. 55
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Table of Contents We may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through futureissuances of equity or convertible debt securities, our then existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Class A commonstock. Any debt financing we secure could involve additional restrictive covenants relating to our capital raising activities and otherfinancial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue businessopportunities, including potential acquisitions. If we were to violate such restrictive covenants, we could incur penalties, increased expenses, and an acceleration of the payment terms of our outstanding debt, which could in turn harm our business. Our Credit Agreement matures on September 16 , 2029. While we may enter into a new credit agreement in the future, wecurrently have no other committed source of financing, and we may not be able to obtain additional financing on terms favorable to us.Any future credit agreements we may enter into could require a lien on our assets or contain financial covenants and other restrictions that may limit our operational flexibility or otherwise adversely affect our financial condition. If we are unable toobtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our businessgrowth and to respond to business challenges could be significantly impaired, and our business may be harmed. Our liquidity and financial performance could be adversely affected by uninsured cash deposits. We maintain domestic cash deposits in Federal Deposit Insurance Corporation ( “FDIC”) insured banks thatexceed the FDIC insurance limits. We also maintain cash deposits in foreign banks where we operate, some of whichare not insured or are only partially insured by the FDIC or similar agencies. Bank failures, events involving limited liquidity, defaults, non- performance, or other adverse developments that affect financial institutions, or concerns or rumors about such events, may lead toliquidity constraints. For example, in 2023, Silicon Valley Bank failed and was taken into receivership by the FDIC. Thefailure of a bank, or other adverse conditions in the financial or credit markets impacting financial institutions at which we maintainbalances, could adversely impact our liquidity and financial performance. There can be no assurance that our deposits in excess of the FDIC or other comparable insurance limits will be backstopped by the U.S. or applicable foreigngovernment, or that any bank or financial institution with which we do business will be able to obtain needed liquidity from other banks,government institutions, or by acquisition in the event of a failure or liquidity crisis. Macroeconomic uncertainties can adversely impact our business, results of operations, and financial condition.* Macroeconomic uncertainties, such as volatility in financial markets, higher inflation and interest rates, potential economicslowdown or recession, geopolitical developments, changes in economic or government policies ( including the unknownimpact of tariffs and status of potential tariff refunds), and global supply chain constraints ( including scarcity or increasedprices of components ( including memory chips) or increased shipping costs) have in the past adversely affected, and may in the future adversely affect, our business, results of operations, and financial condition. Tariffs and other trade barriers or restrictions could increase our costs, as well as the costs of our contract manufacturers and our licensed Roku TV partners, and decrease our Devices gross margins. See also “—Changes in U.S. or foreign trade policies, geopolitical conditions, general economic conditions, and other factors beyond our control may adversely impact our business and operating results.”Our business is dependent on consumer discretionary spending and advertising spending, both of which are susceptible to changes inmacroeconomic conditions and uncertainties. Sustained inflation, an economic downturn, the impact of tariffs, or even the publicperception that changes to the cost of buying goods are imminent or could occur in the future, have in the past resulted, and may in the future result in fewer consumer purchases of our products or the products of our licensed Roku TV partners and reduced advertisingspending. At times, advertising budgets in a variety of industries have been pressured by factors such as inflation, rising interest rates,and market uncertainty, which has led to reduced advertiser spending and adversely affected our Platform revenue. Any pullback inconsumer discretionary spending or advertising spending could adversely affect our future operating results. The extent to which macroeconomic uncertainties may impact our operational and financial performance islargely uncertain and will depend on many factors outside our control. These direct and indirect impacts may negatively affect ourbusiness and operating results. Natural disasters, geopolitical conflicts, or other natural or man-made catastrophic events could disrupt and impact our business.* Occurrence of any catastrophic event, including an earthquake, flood, tsunami, or other weather event, power loss, internetfailure, software or hardware malfunctions, cybersecurity attack, war or foreign invasion ( such as the Russian invasion ofUkraine and the conflicts in the Middle East), terrorist attack and other geopolitical conflicts ( such as Yemen’s Houthi attacks in the Red Sea, or potential retaliatory actions from foreign governments in response to the current U.S. Administration’s actions),medical epidemic or pandemic ( such as the COVID-19 pandemic), government shutdown orders, other man-made disasters,or other catastrophic events could disrupt our, our business partners’ and customers’ business operations or result in disruptions in the broader global economic environment. Any of these business disruptions could require substantial expenditures andrecovery time in order to fully resume operations. 56
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Table of Contents In particular, the ongoing conflict in the Middle East involving Iran and other actors has resulted in significant disruptions tointernational shipping routes and energy markets. These developments have led to, and may continue to result in, increased freight and operating costs, as well as price volatility for components for our and our licensed Roku TV partners’ products. Continued instability inthe region could further strain our supply chain and impact our margins and results of operations. Additionally, our principal offices are located in California, and our contract manufacturers and some of our suppliers are locatedin Asia, both of which are regions known for seismic activity, making our operations in these areas vulnerable to natural disasters or other business disruptions in these areas. Our insurance coverage may not compensate us for losses that may occur in the event of anearthquake or other significant natural disaster. For example, a recent earthquake damaged equipment in our Taiwanoffice, and the losses, while relatively minor, were not covered by our insurance. Our offices and facilities, and those of our contract manufacturers, suppliers, and licensed Roku TV partners, could be vulnerable to the effects of climate change ( such as sea level rise, drought, flooding, wildfires, and increased storm severity) that coulddisrupt our business operations. For example, in California, increasing intensity of drought and annual periods ofwildfire danger increase the probability of planned power outages. Further, acts of terrorism could cause disruptions to the internet orthe economy as a whole. If our streaming platform were to fail or be negatively affected as a result of a natural disaster or other event, our ability to deliverstreaming content, including advertising, to our users would be impaired. Disruptions in the operations of our contract manufacturers,suppliers, or licensed Roku TV partners as a result of a disaster or other catastrophic event could delay the manufacture and shipment of our products or the products of our licensed Roku TV partners, which could impact our business. If we are unable to develop adequateplans to ensure that our business functions continue to operate during and after a natural disaster or other catastrophic event and toexecute successfully on those plans in the event of a disaster or catastrophic event, our business would be harmed. Risks Related to Cybersecurity, Reliability, and Data Privacy Data security incidents, including cybersecurity attacks, or other significant disruptions of our information technology systemscould harm our reputation, cause us to modify our business practices, and otherwise adversely affect our business and subject us toliability. We depend on information technology systems and infrastructure to operate our business. In the ordinary course of our business, we collect, store, process, and transmit large amounts of sensitive corporate, personal, and other information, including intellectualproperty, proprietary business information, user payment information, user video and audio recordings, other user information,employee information, and other confidential information. It is critical that we do so in a secure manner to maintain the confidentiality,integrity, and availability of such information. Our obligations under applicable laws, regulations, contracts, industry standards, self- certifications, and other documentation may include maintaining the confidentiality, integrity, and availability of personal information inour possession or control, maintaining reasonable and appropriate security safeguards as part of an information security program, andcomplying with requirements regarding the use or cross-border transfer of such personal information. These obligations create potential legal liability to regulators, our business partners, our users, and other stakeholders and impact the attractiveness of our services toexisting and potential users. Data protection laws around the world often require “reasonable,” “appropriate,” or“adequate” technical and organizational security measures, and the interpretation and application of those laws are often uncertain andevolving, and there can be no assurance that our security measures will be deemed adequate, appropriate, or reasonable by a regulator or court. Moreover, even security measures that are deemed appropriate, reasonable, or in accordance with applicable legalrequirements may not be able to protect the information we maintain. In addition, each U.S. state and most U.S. territories, each EU member state, and the United Kingdom, as well as many otherforeign nations, have passed laws requiring notification to regulatory authorities, affected users, or others within a specific timeframe when there has been a security breach involving, or other unauthorized access to or acquisition or disclosure of, certain personalinformation and impose additional obligations on companies. In addition to potential fines, we could be subject to mandatory correctiveaction due to a data security incident, and any failure to maintain performance, reliability, security, and availability of our networkinfrastructure to the satisfaction of our users, business partners, regulators, or other relevant stakeholders may harm our reputation and our ability to retain existing users and attract new users, as well as adversely affect our business operations and resultin substantial costs. These obligations create potential legal liability to regulators, our business partners, our users, and otherstakeholders and impact the attractiveness of our services to existing and potential users. 57
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Table of Contents We have outsourced or may outsource certain elements of our operations ( including elements of our informationtechnology infrastructure) to third parties, or may have incorporated technology into our platform, that collects, processes, transmits, and stores our users’ or others’ personal information ( such as payment card information and user video and audiorecordings), and as a result, we manage a number of third-party vendors and other partners who may or could have access to ourinformation technology systems ( including our computer networks) or to our confidential information. In addition, many ofthose third parties in turn subcontract or outsource some of their responsibilities to other parties. As a result, our information technology systems, including the functions of other parties that are involved in or have access to those systems, are very large andcomplex. Technology system disruptions, whether from attacks on our technology environment or from computerviruses, natural disasters, terrorism, war, foreign invasions, and telecommunications and electrical failures, could result in a materialdisruption of our product development and our business operations. Significant disruptions of our vendors’ or commercial partners’ information technology systems or other similar data security incidents could also adversely affect our business operations or result inthe loss, misappropriation, or unauthorized access, use or disclosure of, or the prevention of access to, sensitive or personal information,which could harm our business. The size, complexity, accessibility, and distributed nature of our information technology systems, and the large amounts of sensitive or personal information stored on those systems, make such systems vulnerable to unintentional or malicious,internal, and external threats. Because of our prominence in the TV streaming industry, we believe we may be aparticularly attractive target for threat actors. The risk of harm to our business caused by security incidents may also increase as we expand our product and service offerings and as we enter new markets. Vulnerabilities can be, and have been,exploited from inadvertent or intentional actions of our employees, vendors, or business partners, or by maliciousthird parties. Open-source software, which may be incorporated into our systems or products, inherently presents a large attack surfaceand may contain vulnerabilities of which we are not aware and which we cannot control or fully mitigate. Moreover, AI technologies may be used to implement certain cybersecurity attacks or to increase their intensity, which may further increase risk. While we haveprocesses in place to mitigate the risks related to these vulnerabilities, these measures may not be adequately designed or implementedto ensure that our operations are not disrupted, our reputation is not harmed, or that we will not be impacted by ransomware,cybersecurity attacks, or other vulnerabilities in the future. For example, despite our efforts to secure our information technology systems and the data contained in those systems, we and our third-party vendors and business partners haveexperienced, and remain vulnerable to, data security incidents, including ransomware, phishing attacks, bot attacks,credential stuffing attacks, improper employee access of confidential data, and inadvertent employee disclosure of confidential data.There is no way of knowing with certainty whether we have experienced any data security incidents that have not been discovered. While we have no reason to believe that we have experienced a data security incident that we havenot discovered, we note that attackers continue to advance the ways they conceal their unauthorized access to systems. Malicious attacks are increasing in their frequency, levels of persistence, sophistication, and intensity, and are being conducted by sophisticated and organized groups and individuals with a wide range of motives ( including, but not limited to, industrialespionage) and expertise, including organized criminal groups, “hacktivists,” nation states, and others. Thegeopolitical conflicts stemming from the Russian invasion of Ukraine and the current unrest in the Middle East have increased the risk ofmalicious attacks on information technology operations globally, including for companies headquartered in the United States, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell, and distribute our devices and services. Anyattempts by threat actors to disrupt our streaming platform, streaming devices, smart home products, website, computer systems, ormobile apps, if successful, could harm our business, subject us to liability, be expensive to remedy, cause harm to oursystems and operations, damage our reputation, and could result in contractual damages, litigation, governmental inquiries and investigations, enforcement actions, and regulatory notification requirements, fines, and penalties that could harm our business. Forexample, in the wake of a data breach involving payment card data, we may be subject to substantial penalties forfailure to adhere to the technical or operational security requirements of the Payment Card Industry ( “PCI”) Data SecurityStandards ( “DSS”) imposed by the PCI Council to protect cardholder data. Penalties arising from PCI DSS enforcement are inherently uncertain as penalties may be imposed by various entities within the payment card processing chain without regard to anystatutory or universally mandated framework. Such enforcement could threaten our relationship with our banks, card brands we dobusiness with, and our third-party payment processors. Most of our employees have a hybrid work schedule ( consisting of both in-person work and working from home). Although we have implemented work from home protocols, the actions of our employees while working from home may have a greatereffect on the security of our systems and the data we process, including by increasing the risk of compromise to our systems, intellectualproperty, or data arising from employees’ combined use of personal and private devices, accessing our systems or data using wireless networks that we do not control, or the ability to transmit or store company-controlled data outside of our secured network. 58
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Table of Contents The limitations of liability in our contracts related to our information technology systems may not be enforceable or adequate orotherwise protect us from liabilities or damages. While we maintain insurance policies to cover certain losses relating to our information technology systems, there may be exceptions. Security incidents or certain aspects of security incidents may not befully covered by our insurance policies or covered at all. Additionally, insurance policies will not protect against the reputational harmscaused by a major security incident. The successful assertion of one or more large claims against us that exceeds ouravailable insurance coverage, or results in changes to our insurance policies ( including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on our business. Further, we cannot be sure that ourexisting insurance coverage and coverage for errors and omissions will continue to be available on acceptable termsor that our insurers will not deny coverage as to any future claim. We and our service providers and partners collect, process, transmit, disclose, and store personal information, which creates legal obligations and exposes us to potential liability. We and our service providers and partners collect, process, transmit, disclose, and store personal information of individuals. Wecollect such information from individuals located both in the United States and abroad and may store or process such informationoutside the country in which it was collected. Various federal, state, and foreign laws and regulations as well as industry standards and contractual obligations govern the collection, processing, retention, protection, disclosure, cross-border transfer, localization, and storageof such personal information. These regulatory requirements are evolving, and data privacy compliance is an area of increasing scrutinyfor privacy and consumer rights groups and government bodies. For example, in addition to the EU General Data Protection Regulation ( “GDPR”), the UK General Data Protection Regulation, and Brazil’s Lei Geral de Proteção de Dados,numerous U.S. states have enacted broad-based privacy and data protection legislation. We have incurred, and will continue to incur, expenses to comply with privacy and security standards andprotocols imposed by law, regulation, industry standards, and contractual obligations. We continue to monitor the implementation, enforcement, interpretation, and evolution of these laws and regulations, but they are still rapidly evolving and, as a result, theirapplication, interpretation, and enforcement are uncertain, and they may be interpreted and applied inconsistently with our currentpolicies and practices. In such event, we may be subject to significant fines and penalties ( such as restrictions on personalinformation processing), or we may be required to settle with or pay damages to private litigants or make changes to our policies and operations, including the manner in which we provide our services or use our user data, and our business, financial condition, and resultsof operations may be harmed. We continue to assess the available regulatory guidance, determinations, and enforcement actions on international data transfercompliance for companies. As part of our data protection compliance program, we have implemented data transfer mechanisms to provide for the transfer of personal information from the European Economic Area or the United Kingdom to the United States. We arecertified under the EU, Swiss, and UK Data Privacy Framework programs to facilitate transfers of non-HR personal data to the UnitedStates from these jurisdictions. Our ability to continue to transfer personal information outside of the EU may become significantly more costly and may subject us to increased scrutiny and liability under the GDPR or other legal frameworks, and we mayexperience operating disruptions if we are unable to conduct these transfers in the future. In addition, somecountries are considering or have enacted “data localization” laws requiring that user data regarding users in their respective countries bemaintained, stored, or processed in their respective countries. Maintaining local data centers in individual countries could increase our operating costs significantly. We, our service providers and partners use tracking technologies to collect information about users’ interactions with ourplatform, devices, websites, apps, and partners’ digital properties, and deliver advertising and personalized content for ourselves and onbehalf of our partners. To personalize content and advertisements effectively, we must leverage this data, as well as data provided by third parties. The U.S. federal government, U.S. states, and foreign governments have enacted ( or are considering) laws andregulations that could significantly restrict us and other advertising industry participants’ ability to collect, use, retain, and disclosepersonal information. For example, some of these laws and regulations may require more explicitconsumer notice and consent for using tracking technology or collecting sensitive personal information, restrict disclosure of personal information between companies, or grant consumers the right to delete or limit the collection and use of their personal information. Ourability to collect, use and retain such data could also be further restricted by our agreements with advertisers and content partners. Any restrictions on our ability to collect, use, or retain data is likely to increase the number of users to whom we cannot servetargeted advertising, which could make our platform less attractive to advertisers and partners, and harm our ability to grow our revenue, particularly our Platform revenue which depends on effective delivery of advertising campaigns. We are continuing to assess theimpact of new and proposed privacy and data protection laws on our business. 59
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Table of Contents Any significant disruption in our information technology systems or those of third parties we utilize in our operations couldresult in a loss or degradation of service on our platform and could harm our business. We rely on the expertise of our engineering and software development teams as well as the teams of ourservice providers and partners for the performance and operation of the Roku TV OS, streaming platform, smart home products, andother information technology systems. Service interruptions, errors in our software, or the unavailability of information technologysystems used in our operations have at times affected our business and could diminish the overall attractiveness of our products and streaming platform to existing and potential users. We utilize information technology systems located either in ourfacilities or those of server hosting providers and internet-based or cloud computing services. Although we generally enter into servicelevel agreements with these parties, we exercise no control over their operations, which makes us vulnerable to anyerrors, interruptions, or delays that they may experience. Upon the expiration or termination of any of our agreements with vendors, we may not be able to replacetheir services in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transitionfrom one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete. In addition,fires, floods, earthquakes, wars, foreign invasions, terrorist activity, power losses, telecommunications failures, break-ins, and similar events could damage these systems and hardware or cause them to fail completely. As we do not maintain entirely redundant systems, a disrupting event could result in prolonged downtime of our operations,products, or services, could result in liabilities to our customers or third parties, and could adversely affect our business. Our property insurance and cyber liability insurance may not be sufficient to fully cover our losses or may not cover a particular event at all. Anydisruption in the services provided by these vendors could have adverse impacts on our business reputation, customer relations, andoperating results. If any aspect of our information technology systems or those of third parties we utilize in our operations fails, it may lead to downtime or slow processing time, either of which may harm the experience of our users. We haveexperienced, and may in the future experience, service disruptions, outages, and otherperformance problems due to a variety of factors, including infrastructure changes, human or software errors, and capacity constraints.We expect to continue to invest in our technology infrastructure to maintain and improve the user experience and platform performance. To the extent that we or our third-party service hostingproviders do not effectively address capacity constraints, upgrade or patch systems as needed, and continually develop technology andnetwork architecture to accommodate increasingly complex services and functions, increasing numbers of users, andactual and anticipated changes in technology, our business may be harmed. Changes in how network operators manage data that travel across their networks could harm our business. Our business relies upon the ability of our users to access high-quality streaming content through the internet. As a result, thegrowth of our business depends on our users’ ability to obtain and maintain high-speed access to the internet at reasonable cost, which relies in part on internet service network operators’ continuing willingness to upgrade and maintain their equipment as well as theircontinued willingness to preserve the open and interconnected nature of the internet. We exercise no control overnetwork operators, which makes us vulnerable to any errors, disruptions, or delays in their operations, as well as any decision they maymake to prioritize the delivery of certain network traffic at the expense of other traffic. Any material disruption or degradation in internet services could harm our business. To the extent that the number of internet users continues to increase, network congestion could adverselyaffect the reliability of our streaming platform. We may also face increased costs of doing business, or decreased demand for ourservices, if network operators engage in discriminatory practices with respect to streamed video content in an effort to monetize access to their networks or customers by data providers. Certain laws intended to prevent network operators from engaging in discriminatory practices with respect to streaming videocontent have been implemented in many countries, including in the EU. In other countries, laws in this area may be nascent or non-existent. Furthermore, favorable laws may change. Given the uncertainty around these laws and the rules that implement them, including changing interpretations, amendments, or repeal, coupled with potentially significant political and economicpower of network operators, we could experience discriminatory or anti-competitive practices, such as usage-basedpricing, bandwidth caps, zero rating of competing services by ISPs, and traffic “shaping” or throttling, that could impede our growth,result in a decline in our quality of service, cause us to incur additional expense, or otherwise impair our ability to attract and retain users, all of which could harm our business. In addition, most network operators that provide users with access to the internet also offer users multichannel videoprogramming, and some network operators also own streaming services. These network operators have an incentive to use their network infrastructure in a manner adverse to the continued growth and success of other companies seeking to distribute similar videoprogramming. To the extent that network operators are able to provide preferential treatment to their own data andcontent, as opposed to ours, our business could be harmed. 6 0
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Table of Contents Risks Related to Intellectual Property Litigation and claims regarding intellectual property rights could result in the loss of rights important to our products and streaming platform, cause us to incur significant legal costs, or otherwise harm our business. Some internet, technology, and media companies, including some of our competitors, own large numbers of patents, copyrights,and trademarks, which they may use to assert claims against us. Third parties have asserted, and may in the future assert, that we haveinfringed, misappropriated, or otherwise violated their intellectual property rights. Such claims may be asserted regardless of their merit, and defending against them can be costly and time-consuming. As we grow and face increasing competition, the possibility of intellectualproperty rights claims against us will grow. Plaintiffs who have no relevant product revenue may not be deterred by our own issuedpatents and pending patent applications in bringing intellectual property rights claims against us and may seek to challenge the validityor enforceability of our own patents and patents applications. The cost of patent litigation or other proceedings, even if resolved in our favor, has been and is expected to be substantial. Some of our competitors may be better able to sustain the costs ofsuch litigation or proceedings because of their substantially greater financial resources. Patent litigation and other proceedings may alsorequire significant management time and divert management’s attention from our other business concerns or otherwise adversely affectour business and operating results. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could impair our ability to compete in the marketplace. The occurrence of any of the foregoing could harm our business, reputation, oroperations, including by restricting our ability to offer certain products, services, or features. As a result of intellectual property infringement claims, or to avoid potential claims, we may choose or be required to seek licenses from third parties. These licenses may not be available on commercially reasonable terms, or at all, thereby hindering our ability to sell oruse the relevant technology or requiring redesign of the allegedly infringing solutions to avoid infringement, which could be costly, time-consuming, or impossible. Even if we are able to obtain a license, the license would likely obligate us to pay license fees or royalties orboth, and the rights granted to us might be nonexclusive, with the potential for our competitors to gain access to the same intellectual property. In addition, the rights that we secure under intellectual property licenses may not include rights to all of theintellectual property owned or controlled by the licensor, and the scope of the licenses granted to us may not include rights covering allof the products and services provided by us and our licensees. Furthermore, an adverse outcome of a dispute may require us to: paydamages, potentially including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s intellectual property; cease making, licensing, using, or importing technologies or products that are alleged to infringe or misappropriate theintellectual property of others; expend additional development resources to redesign our products; enter intopotentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies, content, or materials;and indemnify our partners and other third parties. For example, we have in the past elected to develop and implement specific design changes to address potential risks that certain products could otherwise become subject toexclusion or cease and desist orders arising from patent infringement and other intellectual property claims broughtto the U.S. International Trade Commission. In addition, any lawsuits regarding intellectual property rights, regardless of their success, could be expensive to resolve and would divert the time and attention of our management and technical personnel. If we fail to, or are unable to, protect or enforce our intellectual property or proprietary rights, our business and operatingresults could be harmed. We regard the protection of our patents, trade secrets, copyrights, trademarks, trade dress, domain names, and other intellectual property or proprietary rights as critical to our success. We strive to protect our intellectual property rights by relying on federal, state,and common law rights, as well as contractual restrictions. We seek to protect our confidential proprietary information, in part, byentering into confidentiality agreements and invention assignment agreements with all of our employees, consultants, contractors,advisors, and any third parties who have access to our proprietary know-how, information, or technology. However, we cannot be certain that confidentiality and invention assignment agreements have been executedwith all parties who may have helped to develop our intellectual property or who had access to our proprietary information, nor can webe certain that our agreements will not be breached. In addition, we may not be able to discover such breaches, and if we do, we maynot be able to obtain adequate remedies for such breaches. We cannot guarantee that our trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independentlydevelop substantially equivalent information and techniques. Detecting the disclosure or misappropriation of a trade secret andenforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, time-consuming, and could result insubstantial costs, and the outcome of such a claim is unpredictable. 6 1
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Table of Contents Further, some foreign jurisdictions do not provide the same level of protection for proprietary information and assets such asintellectual property, trademarks, trade secrets, know-how, and records as the laws of the United States. For instance, the legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual propertyprotection. As a result, we may encounter significant problems in protecting and defending our intellectual property or proprietary rightsabroad. Additionally, we may also be exposed to material risks of theft, counterfeiting, or unauthorized reverseengineering of our proprietary information and other intellectual property, including technical data, manufacturing processes, data sets, or other sensitive information. These risks could materially adversely affect our business, financial condition, or results of operations. Our efforts to enforce our intellectual property rights in such foreign jurisdictions may be inadequate to obtain a significantcommercial advantage from the intellectual property that we develop, which could have a material adverse effect on our business,financial condition, and results of operations. Moreover, if we are unable to prevent the disclosure of our trade secrets to third parties, or if our competitors independently develop similar or equivalent technologies, our ability to establish or maintain a competitive advantagein the market may be impaired, which could harm our business. There can be no assurance that the particular forms of intellectual property protection that we seek, including business decisionsabout when to file patents and when to maintain trade secrets, will be adequate to protect our business. We have filed and will in the future file patent applications on inventions that we deem to be innovative. There is no guarantee that our patent applications will issueas granted patents, that the scope of the protection gained will be sufficient or that an issued patent may subsequently be deemedinvalid or unenforceable. U.S. patent laws, and the scope of coverage afforded by them, have been subject to significant changes, such as the change to “first-to-file” from “first-to-invent” resulting from the Leahy-Smith America Invents Act. This change in the determinationof inventorship may result in inventors and companies having to file patent applications more frequently to preserve rights in theirinventions, which may favor larger competitors that have the resources to file more patent applications. Another change to the patentlaws may incentivize third parties to challenge any issued patent in the United States Patent and Trademark Office ( “USPTO”), as opposed to having to bring such an action in U.S. federal court. Foreign patent laws may also continue todevelop and significantly impact our ability to protect or maintain our intellectual property. Any invalidation of a patent claim could havea significant impact on our ability to protect the innovations contained within our products and platform and could harm our business. The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment, and other provisions to maintain patent applications and issued patents. We may fail to take the necessary actions and pay theapplicable fees to obtain or maintain our patents. Noncompliance with these requirements can result in abandonment or lapse of apatent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event,competitors might be able to use our technologies and enter the market earlier than would otherwise have been the case. We pursue the registration of our domain names, trademarks, and service marks in the United States and in certain locationsoutside the United States. We are seeking to protect our trademarks, patents, and domain names in an increasing number ofjurisdictions, a process that is expensive and time-consuming and may not be successful or which we may not pursue in every jurisdiction in which we conduct business. Despite the cost and time we spend monitoring, we may not be able to detectinfringement by third parties. Our competitive position may be harmed if we cannot detect infringement and enforce our intellectualproperty rights quickly or at all. In particular, our actions to monitor and enforce our trademarks against third parties may not preventcounterfeit versions of our products or products bearing confusingly similar trademarks to ours from entering the marketplace, which could divert sales from us, tarnish our reputation, or reduce the demand for our products. In some circumstances, we may choose to notpursue enforcement because an infringer has a dominant intellectual property position or for other business reasons. Litigation may be necessary to enforce our intellectual property or proprietary rights, protect our trade secrets, or determine thevalidity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity, or diversion of management and technical resources, any of which could adversely affect our businessand operating results. These proceedings may also result in injunctions or other court orders restricting our ability to or market certaintechnologies, products, or services. If we fail to maintain, protect, and enhance our intellectual property or proprietary rights, ourbusiness may be harmed. Our use of open-source software could impose limitations on our ability to commercialize our products and our streamingplatform or could result in public disclosure of competitively sensitive trade secrets. We incorporate open-source software in our proprietary software. From time to time, companies that have incorporated open-source software into their products and services have faced claims challenging the ownership of certain open-source software or compliance with open-source software license terms. Therefore, we could be subject to similar suits by parties claiming ownership ofwhat we believe to be open-source software or our noncompliance with the open-source software license terms. Any such claims couldexpose us to significant legal costs, require us to modify or discontinue our products, or otherwise adversely affect our business. 6 2
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Table of Contents Although we have processes and procedures designed to help monitor our use of open-source software, these processes andprocedures may not be followed appropriately or may fail to identify risks. Additionally, the terms of many open-source software licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that could imposeunanticipated conditions or restrictions on our products or technology or impose unanticipated obligations that could require thedisclosure of trade secrets. Some open-source software is governed by licenses containing conditions that any person who distributes oruses a modification or derivative work of software that was subject to an open-source license make the modified version subject to the same open-source license. Distributing or using software that is subject to this kind of open-source license can lead to a requirement thatcertain aspects of our solutions be distributed or made available in source code form. In such event, we could be required to makeportions of our proprietary software generally available under similar open-source software license terms to third parties, includingcompetitors, at low or no cost, to seek licenses from third parties in order to continue offering our products, to re-engineer our products, or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis or at all, any of whichcould harm our business. Additionally, complying with these obligations may divert significant resources from our development activitiesand could harm our competitive position. Further, use of open-source software can involve greater risks than those associated with use of third-party commercial software, as open-source licensors generally do not provide warranties, assurances of title, performance, non-infringement, or controls on theorigin of the software. Open-source software typically lacks support, and authors of such open-source software may abandon furtherdevelopment and maintenance. Open-source software may contain security vulnerabilities and other liabilities, and we may be subject to additional security risk by using open-source software. We have established processes to help alleviate these risks, but there can be noassurance that these processes will alleviate all risks with the open-source software we incorporate. Under our agreements with many of our content partners, licensees, distributors, retailers, contract manufacturers, andsuppliers, we are required to provide indemnification in the event our technology is alleged to infringe upon the intellectual property rights of third parties. In certain of our agreements, we indemnify our content partners, licensees, distributors, retailers, manufacturing partners, andsuppliers. We have in the past, and may in the future, incur significant expenses defending these partners if they aresued for patent or other property infringement based on allegations related to our technology. If a partner were to lose a lawsuit and in turn seek indemnification from us, we also could be subject to significant monetary liabilities. In addition, because the devices sold byour licensing partners and licensed Roku TV partners often involve the use of third-party technology, this increases ourexposure to litigation in circumstances where there is a claim of infringement asserted against the streaming devicein question, even if the claim does not pertain to our technology. Liability under our indemnification commitments may not be contractually limited. Legal and Regulatory Risks We have been, are currently, and may in the future be subject to various lawsuits and other legal proceedings, disputes, claims, and government inquiries and investigations, which could cause us to incur substantial costs or require us to change our businesspractices in a way that could seriously harm our business. We have been, are currently, and may in the future be subject to various lawsuits, stockholder derivative actions, class actionlawsuits, individual or mass arbitration proceedings, and other types of legal proceedings, as well as other disputes, claims, and regulatory or governmental inquiries and investigations, including with regard to contract or commercial disputes, consumer protection,privacy, data protection, intellectual property, tax, employment, and corporate governance, among other matters. Ifwe fail to meet our contractual commitments or otherwise fail to comply with our contractual obligations, then we could be subject tobreach of contract or other claims. Any claims, proceedings, individual or mass arbitration demands, or inquiries or investigations initiated by or against us, whether successful or not, may be time-consuming, subject us to damage awards, regulatory orders, consentdecrees, injunctive relief, fines, or other penalties or sanctions, require us to change our policies or practices, result in increasedoperating costs, divert management’s attention, harm our reputation, and require us to incur significant legal fees, other litigation costsand settlement costs, as well as other expenses. In addition, our insurance may not be adequate to protect us from all material expenses related to pending and future claims. Further, non-monetary awards, such as injunctive relief,consent decrees, and regulatory orders, may impair our ability to continue offering certain products and services, may increase ouroperating expenses with respect to products and services we continue to offer, or may impact the revenue we earn inregard to those products and services. Any of these factors could materially and adversely affect our business, financial condition, and results of operations. If government regulations or laws relating to the internet, video, advertising, or other areas of our business change, we mayneed to alter the manner in which we conduct our business, or our business could be harmed. 6 3
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Table of Contents We are subject to or affected by general business regulations and laws, as well as regulations and laws specific to the internet andonline services, including laws and regulations related to data privacy and security, consumer protection, child and youth protection, data localization, encryption, telecommunications, social media, payment processing, subscriptions, taxation, trade,intellectual property, competition, electronic contracts, internet access, net neutrality, advertising, calling andtexting, content restrictions, AI, and accessibility, among others. We have been, and may be in the future, subject toclaims or governmental or regulatory inquiries and investigations with regard to our compliance with such regulations and laws. Some of our business activities may be within the scope of existing or proposed laws and regulations intendedto protect minors online. In this regard, examples of potentially applicable laws and regulations include the UK Age-Appropriate Design Code, UK Online Safety Act, the Irish Fundamentals for a Child-Oriented Approach to Data Processing, various minor-specific provisions of the GDPR and EU Digital Services Act, the Children’s Online Privacy Protection Act, age-appropriate design code style laws at the state level, and minor-specific provisions of state consumer privacy laws. Many states have also incorporated children’sprivacy requirements into their laws. This is a rapidly evolving area of law and regulation, and the need to comply with this growing bodyof laws across the jurisdictions in which we operate could impact our business and require us to incur additionalexpenses for compliance. Additionally, there have been a dramatic rise in claims asserted under various unsettled laws in the United States, including the Video Privacy Protection Act, other similar U.S. state video privacy laws, and the CaliforniaInvasion of Privacy Act, which provide a private right of action and allows for statutory damages, actual damages, and, in certain cases,attorneys’ fees. As we develop new products and services and improve our streaming platform, we may also be subject to new laws andregulations specific to new technologies that may require us to make changes to our business practices, and failure to adequately addressor comply with such laws and regulations may result in legal liability, regulatory action, or brand and reputational harm. Forexample, to the extent that we incorporate generative AI into our products and services, we will be subject to the evolving legal and regulatory landscape surrounding generative AI technologies. Various national and local governmentshave proposed or enacted measures that impose new and substantial obligations related to the use of generative AI systems, includingthe EU and many U.S. states. The laws and regulations governing our industry are still evolving and, as a result, their application, interpretation and enforcement are uncertain, and they may be interpreted and applied inconsistently with our current policies and practices. All litigationand regulatory proceedings are inherently uncertain, and the federal, state, and foreign laws and regulations governing such issuescontinue to develop. See also “—We and our service providers and partners collect, process, transmit, disclose, and store personalinformation, which creates legal obligations and exposes us to potential liability.” Regulatory inquiries, investigations, and enforcement actions could also adversely impact our business operations. For example, we and other companies in the media,entertainment, and advertising technology industries have been subject to government inquiries and investigations by regulatory bodieswith regard to our compliance with privacy and data security laws, the Federal Trade Commission Act, state consumer protection laws, and other applicable laws and regulations. Advocacy organizations have also filed complaints with data protection authorities againstbusinesses with streaming apps and advertising technology, arguing that certain of these companies’ practices do not comply withapplicable law. The potential effects of such inquiries, investigations, or enforcement actions are far-reaching, uncertain, and difficult topredict, and may require us, our partners, and our advertisers to modify data processing practices and policies and to incur substantial compliance costs and expenses. Furthermore, if we or the vendors and third parties that we work with are alleged toviolate applicable laws, our contractual obligations, or our policies, our users could lose trust in us. Any decrease in user retention,growth, or engagement could render our products less attractive to users, advertisers, or partners, and would seriously harm ourbusiness. Changes in U.S. or foreign trade policies, geopolitical conditions, general economic conditions, and other factors beyond ourcontrol may adversely impact our business and operating results. Our business is subject to risks generally associated with doing business abroad, such as U.S. and foreign governmental regulationin the countries in which we operate and the countries in which our contract manufacturers, component suppliers, and other business partners are located. Our operations and performance depend significantly on global, regional, and U.S. economic and geopoliticalconditions, which have grown increasingly uncertain beginning in the first quarter of 2025. 6 4
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Table of Contents Trade disputes, geopolitical tensions, or political uncertainty can disrupt supply chains and increase the cost of our and ourpartners’ products, and have a negative impact on consumer confidence, which could impair our future growth and adversely affect our operations, business, financial condition, and results of operations. For example, several countries are considering orhave recently implemented tariffs or other trade barriers or restrictions, as well as other measures impacting cross-border commerce,including in response to ongoing and unpredictable changes in U.S. trade policy, which could negatively affect our business. Notably,beginning in the first quarter of 2025, the U.S. Administration has announced, delayed, re-imposed and revised a series of broad-based, as well as country-, bloc-, and sector-specific tariffs on goods imported into the United States, as well as other trade policy changes. Suchactions have given and may continue to give rise to further escalations of trade measures by the United States and impacted countries.Further, developments with regard to the timing and manner in which tariffs are implemented, the amount, scope and nature of tariffs,and the countries subject to new or additional tariffs imposed by the United States are rapidly evolving and may change unexpectedly at any time, making it impossible for us to predict future developments regarding global tariffs or othertrade restrictions or their ultimate effects on our business and results of operations. The threat, implementation, or modification of suchnew import restrictions, as well as any retaliatory measures adopted by affected U.S. trade partners, could increase our costs andotherwise be disruptive to the business environment in which we operate. In addition, following Russia’s invasion of Ukraine, the United States and other countries imposed economic sanctions and severeexport control restrictions against Russia and Belarus, and the United States and other countries could impose widersanctions and export restrictions and take other actions should the conflict further escalate. Similarly, the effects of Brexit on EU-UK political, trade, economic, and diplomatic relations continue to be uncertain and such impact maynot be fully realized for several years or more. Continued uncertainty and friction may result in regulatory, operational, and costchallenges to our international operations. Also, various countries, in addition to the United States, regulate the import and export of certain products, commodities, software, and technology, including through import and export licensing requirements, and haveenacted laws that could limit our ability to distribute our products or collaborate on technology with our commercial or strategicpartners, or could limit the ability of our commercial or strategic partners to implement our products in those countries. Changes in ourproducts or future changes in export and import regulations may create delays in the introduction of our products in international markets, disrupt supply chains, prevent our commercial or strategic partners with international operations from deployingour products globally, or, in some cases, prevent the export or import of our products to certain countries,governments, or persons altogether. Any changes in U.S. or foreign export or import regulations, customs duties, orother restrictions on intangible goods ( such as cross-border data flows) could result in decreased use of our products by, or in our decreased ability to export or sell our products and services to, existing or new customersin U.S. or international markets or hamper our ability to source products, components, and parts from certain suppliers or lead topotential supply chain disruptions and business or reputational harms. Any decreased use of our products or limitation on our ability to export, import, or sell our products or services, or source parts or components, could harm our business. Although we attempt to ensure that we, our retailers, and partners comply with the applicable import, export,and sanctions laws, we cannot guarantee full compliance by all. Actions of our retailers and partners are not within our complete control,and our products could be re-exported to sanctioned persons or countries or provided by our retailers to third persons in contravention of our requirements or instructions or applicable laws. In addition, there are inherent limitations to theeffectiveness of any policies, procedures, and internal controls relating to such compliance, and there can be no assurance that suchprocedures or internal controls will work effectively at all times or protect us against liability under anti-corruption, sanctions or otherlaws for actions taken by us, our retailers or partners. Any such potential violation by us, our retailers, or our partners could have negative consequences, including government inquiries, investigations, enforcement actions, monetary fines, or civil and/or criminalpenalties, and our reputation, brand, and revenue may be harmed. 6 5
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Table of Contents The ability of internet access network operators in some jurisdictions to degrade users’ internet speeds or limit internet dataconsumption by users, including unreasonable discrimination in the provision of broadband internet access services, could harm our business. Our products and services depend on the ability of our users to access the internet. We believe that the continued growth ofstreaming as an entertainment alternative will depend on the availability and growth of cost-effective broadband internet access( including mobile broadband internet access), the quality and reliability of broadband content delivery, and broadband service providers’ ability to control the delivery speed of different content traveling on their networks. Laws, regulations, or court rulingsthat adversely affect the popularity or growth in use of the internet, including decisions that undermine open and neutrally administeredinternet access, or that disincentivize internet access network operators’ willingness to invest in upgrades and maintenance of theirequipment, could decrease customer demand for our service offerings, may impose additional burdens on us, or could cause us to incur additional expenses or alter our business model. Some jurisdictions have adopted regulations governing theprovision of internet access service. Substantial uncertainty exists in the United States and elsewhere regarding suchprovisions. For example, in the United States, a federal appellate court recently prevented new FCC “net neutrality”rules and an associated broadband oversight framework from going into effect, finding that the FCC likely does not have statutory authority to adopt such requirements. As a result, there are no FCC rules currently in effect that prohibit internet service providers fromunreasonably restricting, blocking, degrading, or charging for access to certain products and services offered by us and our contentpartners. If network operators were to engage in restricting, blocking, degrading, or charging for access, it could impede our growth, resultin a decline in our quality of service, cause us to incur additional expense, or otherwise impair our ability to attractand retain users, any of which could harm our business. Several states and foreign countries in which we operate also have adopted orare considering rules governing the provision of internet access. In addition, in some jurisdictions ( including the United States), network operators are pursuing proposals that would require or enable them to impose fees on content providers related todelivery of network traffic. As we expand internationally, government regulation protecting the non-discriminatory provision of internetaccess may be nascent or non-existent. In those markets where regulatory safeguards against unreasonable discrimination are nascent or non-existent and where local network operators possess substantial market power, wecould experience anti-competitive practices that could impede our growth, cause us to incur additionalexpenses, or otherwise harm our business. Future regulations or changes in laws and regulations ( ortheir existing interpretations or applications) could also hinder our operational flexibility, raise compliance costs, and result in additional liabilities for us, which may harm our business. If we are found liable for content that is distributed through or advertising that is served through our platform, our businesscould be harmed. As a distributor of content, we face potential liability for negligence, copyright, patent, or trademark infringement, publicperformance royalties or other claims based on the nature and content of materials that we distribute. We rely on the statutory safeharbors, as set forth in the Digital Millennium Copyright Act ( the “DMCA”), Section 230 of the Communications Decency Act( “Section 230”) in the United States, and the E-Commerce Directive in Europe, for protection against liability for various caching, hosting, and linking activities. The DMCA, Section 230, and similar statutes and doctrines on which we rely or may rely in thefuture are subject to uncertain judicial interpretation and regulatory and legislative amendments. Any legislation or court rulings thatlimit the applicability of these safe harbors could require us to take a different approach toward content moderation on our platform,which could diminish the depth, breadth, and variety of content that we offer, inhibit our ability to generate advertising, or otherwise adversely affect our business. Moreover, if the rules around these statutes and doctrines change, if international jurisdictions refuse to apply similar protections,or if a court were to disagree with our application of those rules to our business, we could incur liabilities and our business could beharmed. If we become liable for these types of claims as a result of the content that is streamed over or the advertisements that are served through our platform, then our business may suffer. Litigation to defend these claims could be costly and theexpenses and damages arising from any liability could harm our business. Our insurance may not be adequate tocover these types of claims or any liability that may be imposed on us. In addition, regardless of any legal protections that may limit our liability for the actions of third parties, we may be adversely impacted if copyright holders assert claims, or commence litigation, alleging copyright infringement against the developers of apps thatare distributed on our platform. While our platform policies prohibit streaming content on our platform without distribution rights from the copyright holder, and we maintain processes and systems for the reporting and removal of infringing content, in certain instances our platform has beenmisused by unaffiliated third parties to unlawfully distribute copyrighted content. If content owners or distributors are deterred fromworking with us as a consequence, it could impair our ability to maintain or expand our business, including throughinternational expansion plans. If we fail to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy andcompleteness of our financial reports and our stock price may be adversely affected.
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Table of Contents We are required to maintain internal control over financial reporting and to report any material weaknesses in such internalcontrol. Section 404 of the Sarbanes-Oxley Act of 2002 ( “Section 404”) requires that we furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment must includedisclosure of any material weaknesses identified by our management in our internal control over financial reporting. Our independentregistered public accounting firm also attests to the effectiveness of our internal control over financial reporting. If we have a materialweakness in our internal control over financial reporting in the future, we may not detect errors on a timely basis, and our financial statements may be materially misstated. Any failure to maintain internal controls over financial reporting could severely inhibit our ability to accurately report our financialcondition or results of operations. If we identify material weaknesses in our internal control over financial reporting, are unable tocontinue to comply with the requirements of Section 404 in a timely manner, are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as tothe effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of ourfinancial reports, and the market price of our Class A common stock could be adversely affected. In addition, we could become subject toinvestigations by the SEC, The Nasdaq Global Select Market, or other regulatory authorities, which could require additional financial and management resources. Our financial results may be adversely affected by changes in accounting principles applicable to us. The generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board, the SEC, and other bodies formed to promulgate and interpret appropriate accounting principles. A change in theseprinciples or interpretations could have a significant effect on our reported results of operations and may even affect the reporting oftransactions completed before the announcement or effectiveness of a change. It is difficult to predict the impact of future changes toaccounting principles or our accounting policies, any of which could harm our business. If we fail to comply with the laws and regulations relating to the payment of income taxes and the collection of indirect taxes,we could be exposed to unexpected costs, expenses, penalties, and fees, which could harm our business. We are subject to requirements to deduct or withhold income taxes on revenue sourced in variousjurisdictions, pay income taxes on profits earned by any permanent establishment ( or similar enterprise) of ours that carries on business in various jurisdictions, and collect indirect taxes from our sales in variousjurisdictions. The laws and regulations governing the withholding and payment of income taxes and the collection ofindirect taxes are numerous, complex, evolving, and vary by jurisdiction. A successful assertion byone or more jurisdictions that we were required to withhold or pay income taxes or collect indirect taxes where we did not could result in substantial tax liabilities, fees, andexpenses, including substantial interest and penalty charges, which could harm our business. New legislation that would change U.S. or foreign taxation of international business activities or other tax-reform policies could harm our business. We earn a portion of our income in foreign countries and, as such, we are subject to tax laws in the UnitedStates and numerous foreign jurisdictions. Current economic and political conditions make tax laws and regulations,or their interpretation and application, in any jurisdiction subject to significant change. Changes to U.S. and foreign tax laws could significantly impact how U.S. multinational corporations are taxed on U.S. andforeign earnings. Such changes could have an adverse impact on our effective tax rate, incometax expense ( benefit), and cash flows. In addition, both tax policy and tax administration are becoming multilateral. This multilateralism and collaboration among taxing authorities ( including the U.S. and many foreignjurisdictions in which we operate) has resulted in proposed new tax measures specifically targeting online commerce,digital advertising and services, streaming services, and the remote sale of goods and services. Some of these measures( such as a global corporate minimum tax) require adoption of local legislation consistent with the agreed to multilateral framework. Other measures ( such as digital services taxes) have already beenimplemented but may terminate upon the adoption of multilateral tax rules. The rapid growth of multilateralism in tax administration means greater sharing of taxinformation among taxing authorities as well as the likelihood of joint and simultaneous tax audits of companies such as ours who have cross-border business activities in which the tax administrations mayhave a common or complementary interest. The results of any such audits or related disputes could have an adverse effect on ourfinancial results for the period or periods for which the applicable final determinations are made. For example, we and our subsidiaries are engaged in intercompany transactions across multiple tax jurisdictions. Although we believewe have clearly reflected the economics of these transactions and that the proper local transfer pricing is in place, taxauthorities may propose and sustain adjustments that could result in changes that may impact our mix of earnings incountries with differing statutory tax rates. 6 7
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Table of Contents Risks Related to Ownership of Our Class A Common Stock The dual class structure of our common stock concentrates voting control with those stockholders who held our stock before our initial public offering, including our executive officers, employees, and directors and their affiliates, and limits the ability of holders ofour Class A common stock to influence corporate matters.* Our Class B common stock has 10 votes per share, and our Class A common stock has one vote per share. Our founder, Chairman,and Chief Executive Officer, Anthony Wood, holds and controls the vote of a significant number of shares of our outstanding common stock, and therefore Mr. Wood will have significant influence over our management and all matters requiringstockholder approval, including election of directors and significant corporate transactions, such as a merger or other sale of Roku or ourassets, including the Mergers, for the foreseeable future. If Mr. Wood’s employment with us is terminated, he will continue to have thesame influence over matters requiring stockholder approval. In addition, the holders of Class B common stock collectively will continue to be able to control all matters submitted to ourstockholders for approval even if their stock holdings represent less than a majority of the outstanding shares of our common stock. Thisconcentrated control will limit the ability of holders of our Class A common stock to influence corporate matters for the foreseeablefuture, and, as a result, the market price of our Class A common stock could be adversely affected. Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock,which has the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their sharesin the long term. As a result of such transfers, as of June 30, 2026 , Mr. Wood controls a majority of the combined voting power of our Class A and Class B common stock even though he only owns 11.3% of the outstanding Class A and Class B common stock. As a memberof our Board, Mr. Wood owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be inthe best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Wood is entitled to vote his shares in his owninterests, which may not always be in the interests of our stockholders generally. This concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support, orconversely this concentrated control could result in the consummation of such a transaction that our other stockholders do not support.This concentrated control could also discourage a potential investor from acquiring our Class A common stock, which has limited votingpower relative to the Class B common stock, and might harm the market price of our Class A common stock. We have not elected to take advantage of the “controlled company” exemption to the corporate governancerules for companies listed on The Nasdaq Global Select Market. The market price of our Class A common stock has been, and may continue to be, volatile, and the value of our Class A commonstock may decline. The market price of our Class A common stock has been and may continue to be subject to wide fluctuations in response tonumerous factors, many of which are beyond our control, including: • actual or anticipated fluctuations in our financial condition, operating results, and key performance metrics; • expectations or uncertainty regarding the Mergers; • changes in projected operational and financial results; • our loss of key content partners; • changes in laws or regulations applicable to our products or platform; • the commencement or conclusion of legal proceedings that involve us; • actual or anticipated changes in our growth rate relative to our competitors; • announcements of new products or services by us or our competitors; • announcements by us or our competitors of significant acquisitions, strategic partnerships, or joint ventures; • capital-raising activities or commitments; • additions or departures of key personnel; • issuance of new or updated research or reports by securities analysts; • the use by investors or analysts of third-party data regarding our business that may not reflect our financial performance; • fluctuations in the valuation of companies perceived by investors to be comparable to us; • the perception that our environmental, social, and corporate governance performance is inadequate compared to that ofour competitors; • sales of our Class A common stock, including short selling of our Class A common stock; • share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; • general economic and market conditions; and 6 8
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Table of Contents • other events or factors, including those resulting from civil unrest, war, foreign invasions, geopolitical tensions, terrorism,or public health crises, or responses to such events. Furthermore, the stock markets frequently experience extreme price and volumefluctuations that affect the market prices of equity securities of many companies. These fluctuations often have been unrelated ordisproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as generaleconomic, political, and market conditions such as recessions, elections, interest rate changes, tariffs, or international currency fluctuations, may negatively impact the market price of our Class A common stock. As a result of such fluctuations, you may not realizeany return on your investment in us and may lose some or all of your investment. In addition, we and other companies that haveexperienced volatility in the market price of their stock have been, and may in the future be, subject to securitiesclass action litigation or derivative litigation. Such litigation could result in substantial costs and divert our management’s attention from other business concerns. Future sales and issuances of our capital stock or rights to purchase capital stock could result in additional dilution of thepercentage ownership of our stockholders and could cause our stock price to decline. We may issue additional securities in the future and from time to time. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell or issue ClassA common stock, convertible securities, and other equity securities in one or more transactions at prices and in a manner as we maydetermine from time to time. If we sell any such securities in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our Class A common stock. Future sales of shares by existing stockholders could cause our stock price to decline. If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our Class A commonstock in the public market, the market price of our Class A common stock could decline. All of our outstanding Class A shares are eligible for sale in the public market, other than shares and stock options exercisable held by directors,executive officers, and other affiliates that are subject to volume limitations under Rule 144 of the Securities Act. Inaddition, we have reserved shares for future issuance under our equity incentive plan. Our directors, employees, and certain contingentworkers are subject to our quarterly trading window, which generally opens at the start of the second full trading day after the public dissemination of our annual or quarterly financial results and closes at the end of the fifteenth day of the last month of each quarter.These directors, employees, and contingent workers may also sell shares during a closed window period pursuant to trading plans thatcomply with the requirements of Rule 10b5-1( c)( 1) under the Exchange Act. When theseshares are issued and subsequently sold, it is dilutive to existing stockholders and the market price of our Class A common stock could decline. We cannot guarantee that our stock repurchase program will be resumed or fully consummated or that it will preserve orenhance long-term stockholder value.* Although our Board has authorized a stock repurchase program, we suspended the program during the second quarter of fiscal2026 in connection with our entry into the Merger Agreement. The program does not require us to repurchase any specific dollar amount or to acquire any specific number of shares of our Class A common stock and may be further modified, resumed, or terminated at any time. We cannot guarantee that repurchases under the program will resume, that the program will be fully consummated or that it will preserve or enhance long-term stockholder value. The suspension of the program, or any failure to resume repurchases, may negatively impact our reputation, investor confidence in us, or our stock price. Any future repurchases, resumption or termination of the program could also affect the trading price of our Class A common stock, increase volatility, and reduce the market liquidity of our Class A common stock, and any announcement of a termination or change of this program may result in a decrease in the trading price of our Class A common stock. In addition, any repurchases made under this program, if resumed, will reduce the amount of cash we have available to fund working capital, capital expenditures, strategic transactions, and other general corporate requirements. If securities or industry analysts publish unfavorable research about our business or if they downgrade our stock, our stock pricecould decline. The trading market for our Class A common stock is influenced in part by the research and reports that securities or industry analysts publish about us, our business, and our competitors. If one or more of these analysts downgrade our stock or publishunfavorable research about our business, including lowered ratings, price targets, or earnings estimates, the price of our Class A commonstock could decline. If our operating results fail to meet forecasts or analysts’ expectations, our stock price coulddecline regardless of the overall performance of our business. Further, if one or more of these analysts drop coverage or fail to publish reports on us regularly, the market price and trading volume of our Class A common stock could decline. 6 9
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Table of Contents We incur costs and demands upon management as a result of complying with the laws and regulations affecting publiccompanies in the United States, which may harm our business. As a public company listed in the United States, we incur significant legal, accounting, and other expenses. Inaddition, changing laws, regulations, and standards relating to corporate governance and public disclosure, including SEC and The NasdaqGlobal Select Market regulations, may increase legal and financial compliance costs and make some activities more time-consuming.These laws, regulations, and standards are subject to varying interpretations, and their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We invest resources to comply with evolving laws, regulations, andstandards, which may result in increased general and administrative expenses and a diversion of management’s timeand attention from revenue-generating activities to compliance activities. If, notwithstanding our efforts, we fail to comply with new laws,regulations, and standards, regulatory authorities may initiate legal proceedings against us, and our business may be harmed. Failure to comply with these rules might also make it more difficult for us to obtain certain types of insurance, including directorand officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs toobtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualifieddirectors and officers. We do not intend to pay dividends in the foreseeable future. We have never declared or paid any cash dividends on our Class A or Class B common stock and do not intend to pay any cashdividends in the foreseeable future. We anticipate that we will retain all of our future earnings to grow our business and for general corporate purposes. Moreover, our Credit Agreement contains prohibitions on the payment of cash dividends on our capital stock.Accordingly, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only wayto realize any future gains on their investments. Provisions of our charter documents and Delaware law may prevent or frustrate attempts by our stockholders to change our management or hinder efforts to acquire a controlling interest in us, and the market price of our Class A common stock may be loweras a result. There are provisions in our certificate of incorporation and bylaws that may make it difficult for a third party to acquire, or attemptto acquire, control of our company, even if a change in control was considered favorable by our stockholders. Our charter documents also contain other provisions that could have an anti-takeover effect, such as: • establishing a classified Board so that not all directors are elected at one time; • permitting our Board to establish the number of directors and fill any vacancies and newly created directorships; • providing that directors may only be removed for cause; • prohibiting cumulative voting for directors; • requiring super-majority voting to amend some provisions in our certificate of incorporation and bylaws; • authorizing the issuance of “blank check” preferred stock that our Board could use to implement a stockholder rights plan; • eliminating the ability of stockholders to call special meetings of stockholders; • prohibiting stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; and • reflecting our two classes of common stock as described above. Moreover, because we are incorporated in Delaware, we are governed by Section 203 of the Delaware General Corporation Law, which prohibits a person who owns 15% or more of our outstanding voting stock from merging or combining with us for a period of threeyears after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock,unless the merger or combination is approved in a prescribed manner. Any provision in our certificate of incorporation or our bylaws orDelaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock and could affect the price that some investors are willing to pay for our Class Acommon stock. Our certificate of incorporation provides that the Delaware Court of Chancery and the U.S. federal district courts will be theexclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees. Our certificate of incorporation provides that the Delaware Court of Chancery is the exclusive forum for thefollowing types of actions or proceedings under Delaware statutory or common law: • any derivative action or proceeding brought on our behalf; • any action asserting a breach of fiduciary duty; 70
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Table of Contents • any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our certificate of incorporation, or our bylaws; and • any action asserting a claim against us that is governed by the internal affairs doctrine. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act orany other claim for which the federal courts have exclusive jurisdiction. Furthermore, Section 22 of the Securities Actcreates concurrent jurisdiction for federal and state courts over all Securities Act actions. Accordingly, both state and federal courts havejurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts,among other considerations, our certificate of incorporation provides that the U.S. federal district courts will be theexclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, wewould expect to vigorously assert the validity and enforceability of the exclusive forum provisionsof our certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictionsand there can be no assurance that the provisions will be enforced by a court in those other jurisdictions. These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that itfinds favorable for certain disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us andour directors, officers, and other employees. If a court were to find either exclusive forum provision in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated withresolving such action in other jurisdictions, all of which could harm our business. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Our Board previously approved a stock repurchase program with authorization to repurchase up to $400 million of our Class A common stock through December 31, 2026 . As of June 30, 2026 , the cumulative authorized amount remaining for stock repurchasesunder the authorized stock repurchase program was $87 million. In connection with our entry into the Merger Agreement, we suspendedour stock repurchase program during the second quarter of fiscal 2026 . Prior to the suspension of our stock repurchase program, repurchases could be made at our discretion from time to time in open market transactions at prevailing market prices, including through trading plans adopted in accordance with Rule 10b5-1 of theExchange Act or through other means. The amount and timing of repurchases depended on a variety of factors,including general market conditions, the trading price of our Class A common stock, corporate and regulatory requirements, theavailability of funds, other investment opportunities, and other considerations we deemed relevant. The following table summarizes the share repurchase activity for the three months ended June 30, 2026 ( inthousands, except share and per share data): Total Number of SharesPurchased Average Price Paid PerShare Total Number of SharesPurchased as Part ofPublicly Announced Plansor Programs Approximate Dollar Valueof Shares That May Yet BePurchased Under thePlans or Programs (inthousands) April 1, 2026 to April 30, 2026 239,923 $ 107.6 1 239,923 $ 124,199 May 1, 2026 to May 30, 2026 194,544 $ 126 .39 194,544 $ 99, 10 June 1, 2026 to June 30, 2026 99,537 $ 123.52 99,537 $ 87,31 Total share repurchases 534,004 $ 117.42 534,004 In connection with our entry into the Merger Agreement, we suspended our stock repurchase program during the second quarter of fiscal 2026. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures None. 1 1 71
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Table of Contents Item 5. Other Information Insider Trading Arrangements During the three months ended June 30, 2026 , the following officer ( as defined in Rule 16 a-1( f) under theExchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1trading arrangement,” as each term is defined in Item 408( a) of Regulation S-K. Name Action Adoption/Termination Date Trading Arrangement Total Shares ofClass A CommonStock to be Sold Expiration DateRule 10b5-1* Non-Rule10b5-1** Anthony Wood***(Chief Executive Officer, President,and Chairman) Termination June 15, 2026 X 402,000 December 9, 202 Termination June 15, 2026 X 384,000 September 9, 202 ___________________ * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1( c) under theExchange Act. ** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408( c) of Regulation S-K under the Exchange Act. *** Trading arrangement adopted by the Wood Revocable Trust, of which Mr. Wood and his spouse are co-trustees. 72
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Table of Contents Item 6. Exhibits Incorporated by Reference Number Exhibit Title Form File No. Exhibit Filing Date Filed Herewith 2.1 Agreement and Plan of Merger, dated as of June 14, 2026, by and among Roku, Inc., Fox Corporation, Falcon Merger Sub 1, Inc. and Falcon Merger Sub 2, LLC 8-K 001-38211 2.1 6 /15/2026 3.1 Amended and Restated Certificate of Incorporation 8-K 001-38211 3.1 10/3/2017 3.2 Amended and Restated Bylaws S-1/A 333-2203183.4 9/18/2017 4.1 Form of Class A Common Stock Certificate S-1/A 333-2203184.1 9/18/2017 4.2 Description of Securities 10-K 001-38211 4.2 3/2/2020 10.1 Voting and Support Agreement, dated as of June 14, 2026 , by and among Fox Corporation and certain stockholders of Roku, Inc. 8-K 001-38211 10.1 6 /15/2026 10.2 Voting and Support Agreement, dated as of June 14, 2026, by and among Roku, Inc. and certain stockholders of Fox Corporation 8-K 001-38211 10.2 6 /15/2026 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 X 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 X 32.1 * Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 * Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * These exhibits are furnished with this Quarterly Report and are not deemed filed with the SEC and are notincorporated by reference in any filing of Roku, Inc. under the Securities Act or the Exchange Act, whether madebefore or after the date hereof and irrespective of any general incorporation language contained in such filings. 73
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Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15( d) of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 6 th dayof August 2026 . Roku, Inc. Date: August 6 , 2026 By:/s/ Anthony Wood Anthony Wood President, Chief Executive Officer and Chairman ( Principal Executive Officer) Date: August 6 , 2026 By:/s/ Dan Jedda Dan Jedda Chief Financial Officer and Chief Operating Officer ( Principal Financial Officer) Date: August 6 , 2026 By:/s/ Matthew Banks Matthew Banks Vice President, Chief Accounting Officer ( Principal Accounting Officer) 74
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Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Anthony Wood, certify that: 1) I have reviewed this Quarterly Report on Form 10-Q of Roku, Inc.; 2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures ( as defined in Exchange Act Rules 13a-15( e) and 15d-15( e)) and internal control over financial reporting ( as defined in Exchange Act Rules 13a-15( f) and 15d- 15( f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter ( the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors ( or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 6 , 2026 By:/s/ Anthony Wood Anthony Wood President and Chief Executive Officer (Principal Executive Officer)
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Exhibit 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dan Jedda, certify that: 1) I have reviewed this Quarterly Report on Form 10-Q of Roku, Inc.; 2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures ( as defined in Exchange Act Rules 13a-15( e) and 15d-15( e)) and internal control over financial reporting ( as defined in Exchange Act Rules 13a-15( f) and 15d- 15( f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter ( the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors ( or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 6 , 2026 By:/s/ Dan Jedda Dan Jedda Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)
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Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Anthony Wood, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that, to my knowledge: The Quarterly Report on Form 10-Q of Roku, Inc. for the quarter ended June 30, 2026 , as filed with the Securities and Exchange Commission ( the "Report"), fully complies with the requirements of Section 13( a) or 15( d) of the Securities Exchange Act of 1934; and The information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of Roku, Inc. Date: August 6 , 2026 By:/s/ Anthony Wood Anthony Wood President and Chief Executive Officer (Principal Executive Officer)
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Exhibit 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Dan Jedda, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that, to my knowledge: The Quarterly Report on Form 10-Q of Roku, Inc. for the quarter ended June 30, 2026 , as filed with the Securities and Exchange Commission ( the "Report"), fully complies with the requirements of Section 13( a) or 15( d) of the Securities Exchange Act of 1934; and The information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of Roku, Inc. Date: August 6 , 2026 By:/s/ Dan Jedda Dan Jedda Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)