01—Abstract
Summary
Summary of the 10-Q filed August 6, 2026. Cited figures are marked; the original filing is the authoritative source.
Roku, Inc. reported strong second-quarter 2026 results in this Form 10-Q for the period ended June 30, 2026.
Total net revenue was $1,354.7 milliona for the three months ended June 30, 2026, up from $1,111.0 million a year earlier, and Platform revenue (Advertising plus Subscriptions) rose to $1,221.0 million from $975.5 million. Advertising revenue was $672.8 million and Subscriptions revenue was $548.2 million, while Devices revenue slipped to $133.7 million from $135.6 million. Income from operations was $146.2 million versus a loss of $23.3 million in the prior-year quarter, and net income was $164.2 million, or $1.08 per diluted share, compared with $10.5 million, or $0.07 per diluted share.
Adjusted EBITDA, a non-GAAP measure, was $254.3 millionb versus $78.2 million, and Free Cash Flow for the trailing twelve months was $704.1 million versus $392.0 million. The most important item for investors is the pending merger with Fox Corporation, signed June 14, 2026. Roku stockholders would receive 0.9693 shares of Fox Class A common stock plus $96.00 in cash per share, and the filing states former Roku stockholders would own approximately 27% of the combined company on a pro forma basis.
Closing is anticipated in the first half of 2027 and is subject to stockholder approvals, HSR Act clearance and other conditions. The merger agreement includes a $866.1 millionc termination fee payable by Roku in certain circumstances and a $1.2 billion fee payable by Fox in certain circumstances. Merger-related costs of $18.7 million were recorded in the quarter, and the company suspended its share repurchase program in the second quarter.
Balance sheet liquidity remained substantial, with cash and cash equivalents of $2,001.8 milliond and short-term investments of $555.4 million at June 30, 2026, and no borrowings under the $300.0 million revolving Credit Agreement. The filing also discloses that the company expects to record a credit of approximately $22 million to operating expenses in the third quarter of 2026 related to a lease termination.
02—Key points
Key Highlights
- Total net revenue of $1,354.7 million for Q2 2026, up from $1,111.0 million in Q2 2025; six-month revenue of $2,603.6 million versus $2,131.7 million.
- Platform revenue of $1,221.0 million for Q2 2026 versus $975.5 million, with Advertising at $672.8 million (video impressions up 40%, average price per impression down 12%) and Subscriptions at $548.2 million (subscriptions up 11%, average price per subscription up 25%).
- Net income of $164.2 million ($1.08 diluted EPS) for Q2 2026 compared with $10.5 million ($0.07 diluted EPS) in Q2 2025; income from operations was $146.2 million versus a loss of $23.3 million.
- Adjusted EBITDA (non-GAAP) of $254.3 million for Q2 2026 versus $78.2 million, and TTM Free Cash Flow (non-GAAP) of $704.1 million versus $392.0 million.
- Pending merger with Fox Corporation: $96.00 cash plus 0.9693 Fox Class A shares per Roku share; former Roku holders expected to own about 27% of the combined company; closing anticipated in the first half of 2027.
- Termination fees of $866.1 million (payable by Roku in certain circumstances) and $1.2 billion (payable by Fox in certain circumstances); $18.7 million of merger-related costs recorded in Q2 2026.
- Cash and cash equivalents of $2,001.8 million and short-term investments of $555.4 million at June 30, 2026; no borrowings outstanding under the $300.0 million revolving Credit Agreement, and share repurchases were suspended in Q2 2026.
03—One dollar
Follow one dollar
Of each $1.00 of revenue in Q2 FY2026, Roku kept $0.12.
- Revenue$1.35B100.0%
- Cost of revenue−$681.0M50.3%
- Gross profit$673.7M49.7%
- Operating costs−$527.5M38.9%
- Operating income$146.2M10.8%
- Interest, other & tax$18.0M1.3%
- Net income$164.2M12.1%
04—Financials
Financial Highlights
Figures from 10-QQ2 FY2026filed August 6, 2026Financial Statements
Q2 FY2026 against Q2 FY2025
| Line item | Q2 FY2026Q2 FY2025 | Change |
|---|---|---|
| Revenue | $1.35B$1.11B | +21.9% |
| Cost of Revenue | $680.99M$613.38M | +11.0% |
| Gross Profit | $673.70M$497.66M | +35.4% |
| R&D Expenses | $179.68M$178.02M | +0.9% |
| Operating Expenses | $527.52M$520.99M | +1.3% |
| Operating Income | $146.18M-$23.33M | +726.5% |
| Net Income | $164.22M$10.50M | +1463.5% |
| EPS (Basic) | $1.11$0.07 | +1485.7% |
| EPS (Diluted) | $1.08$0.07 | +1442.9% |
| Shares Outstanding (Basic) | 147.97M146.89M | +0.7% |
| Shares Outstanding (Diluted) | 151.90M149.68M | +1.5% |
05—Questions
Frequently Asked Questions
How did Roku's revenue and profitability change in the second quarter of 2026?
Total net revenue rose 22% to $1,354.7 million from $1,111.0 million. Platform revenue grew 25% to $1,221.0 million, while Devices revenue declined 1% to $133.7 million. Income from operations was $146.2 million, compared with a loss of $23.3 million in the prior-year quarter, and net income was $164.2 million versus $10.5 million.
What are the key terms of the proposed Fox Corporation transaction?
Under the Agreement and Plan of Merger dated June 14, 2026, each Roku Class A and Class B share would convert into 0.9693 shares of Fox Class A common stock and $96.00 in cash, subject to adjustments related to appraisal rights. Former Roku stockholders are expected to own approximately 27% of the combined company on a pro forma basis. The company anticipates closing in the first half of 2027, subject to stockholder approvals, HSR Act clearance and other conditions.
What risks does the pending merger create for Roku stockholders?
The filing notes that the stock consideration fluctuates with Fox's share price, so the value received is uncertain until closing. Roku would owe a $866.1 million termination fee in certain circumstances, and the merger could be delayed or not completed. Stockholders would also have reduced ownership and no voting rights in the Fox stock they receive, and the company suspended its share repurchase program during the second quarter.
How strong is Roku's liquidity position?
As of June 30, 2026, Roku held $2,001.8 million in cash and cash equivalents and $555.4 million in short-term investments. The company had not borrowed under its $300.0 million revolving Credit Agreement, which matures September 16, 2029, and it reported compliance with all covenants. Net cash provided by operating activities for the six months ended June 30, 2026 was $483.8 million.
What drove the change in Devices results?
Devices revenue fell slightly to $133.7 million, but Devices gross profit was $26.9 million versus a loss of $18,000 a year earlier. The filing attributes the cost improvement mainly to lower freight costs of $35.5 million, primarily from an IEEPA tariff refund, partially offset by a $10.2 million increase in inventory reserves. Devices unit volume decreased 31% while average selling price rose 35%.
06—Continue