ROKU 8-K Current Reports

Roku 8-K Report, Financial Results (Nov 2, 2026)

Roku, Inc. reported results for the quarter ended September 30, 2026 in a Shareholder Letter furnished as Exhibit 99.1 to this Form 8-K. Total net revenue was $1.5 billion, up 24% year over year, led by Platform revenue of $1.3 billion, up 23%, with Advertising and Subscriptions both up 23%. Total gross profit was $649 million, up 24%, and income from operations was $164.1 million, compared with $9.5 million a year earlier. Net income was $183.3 million, and Adjusted EBITDA was $248.8 million, with trailing-twelve-month free cash flow of $795.7 million. Devices revenue was $193.7 million, up 33%, but Devices gross margin was (25.1%), which the company attributed primarily to elevated memory costs. Management highlighted growth in Advertising, where gross margin rose to 63.2% on a mix shift toward higher-margin ad products, and noted that Subscriptions gross margin declined to 40.9% due to a strategic mix shift toward Premium Subscriptions. Streaming Hours were 39.9 billion, up 9%. The company said it remains on track with the second-half 2026 forecast provided in the proxy statement. The letter states that Fox Corporation agreed on June 15, 2026 to acquire Roku under a definitive agreement, which is pending. Because of the pending transaction, Roku will not host an earnings call and will not provide a financial outlook. The letter also cites $13.6 million of merger-related costs in the quarter.

Nov 2, 2026 8-K

Roku 8-K Report, Shareholder Vote Results (Oct 15, 2026)

Roku, Inc. filed this Current Report on Form 8-K to report the results of a special meeting of stockholders held on October 14, 2026, at which stockholders voted on proposals related to its previously announced merger with Fox Corporation. Under the Merger Agreement dated June 14, 2026, Merger Sub 1 will merge into Roku, with Roku continuing as the surviving corporation and becoming a wholly owned subsidiary of FOX, followed immediately by a second merger of the Surviving Corporation into Merger Sub 2, an LLC that will continue as a wholly owned FOX subsidiary. Stockholders adopted the Merger Agreement and the transactions contemplated by it, including the Mergers, with 241,044,988 votes for, 502,927 against, and 511,598 abstentions, representing 81.5% of votes outstanding in favor. In an advisory, non-binding vote, stockholders also approved the merger-related compensation that may be paid to Roku's named executive officers, with 240,438,251 votes for, 864,190 against, and 757,072 abstentions, representing 99.3% of votes present in favor. The adjournment proposal was rendered moot by the approval of the Merger Proposal and was not voted on. The filing's forward-looking statements caution that completion of the Transactions depends on anticipated terms and timing, including regulatory approvals, and that the Transactions could fail to close or deliver the expected benefits. Full details of the proposals are contained in the joint proxy statement/prospectus filed on September 1, 2026.

Oct 15, 2026 8-K

Other Events

Roku 8-K Report, Corporate Update (Oct 6, 2026)

Roku, Inc. filed this Form 8-K to supplement the Joint Proxy Statement/Prospectus for its proposed merger with Fox Corporation. Under the June 14, 2026 Merger Agreement, Merger Sub 1 will merge into Roku, with Roku surviving as a wholly owned subsidiary of FOX. Immediately afterward, the Surviving Corporation will merge into Merger Sub 2, which will continue as the surviving entity. The Registration Statement on Form S-4 was declared effective on September 1, 2026, and the Joint Proxy Statement/Prospectus was mailed to stockholders on or about that date. The supplemental disclosures respond to demand letters from purported Roku stockholders alleging omissions or misstatements in the Joint Proxy Statement/Prospectus. The most investor-relevant additions concern the financial advisor Qatalyst Partners' discounted cash flow analysis. For Roku on a standalone basis, the implied present value of unlevered free cash flows uses discount rates of 12.5% to 18.0%, and Roku's projected cash as of June 30, 2026 is approximately $2.43 billion. For the combined company, the discount rates are 9.0% to 13.0%, and estimated combined net debt of Roku and FOX as of June 30, 2026 is approximately negative $630 million, excluding the impact of the Mergers. The filing also adds fully diluted enterprise values and CY2026E EBITDA multiples for selected companies in the consumer ad-driven, streaming subscription and ad-tech groups. Roku states that it believes the demand letters are without merit and denies all allegations, and that the supplements are voluntary and not an admission of materiality. The filing also clarifies transaction and retention bonus limits. The aggregate value of transaction bonuses may not exceed $13,000,000, with a maximum of $2,000,000 for any individual who reports directly to the CEO and $600,000 for any other individual. Named executive officers may be eligible, except Mr. Wood, who will receive neither a transaction nor a retention bonus. Recipients and final allocations remain subject to Roku's approval. Roku notes that additional lawsuits or demand letters may be received and will not necessarily be publicly disclosed.

Oct 6, 2026 8-K

Other Events

Roku 8-K Report, Corporate Update (Sep 9, 2026)

Roku, Inc. (ROKU) disclosed in a Form 8-K filed September 9, 2026 that, as expected, it and Fox Corporation (FOX) each received a Second Request from the U.S. Department of Justice on September 8, 2026, in connection with the DOJ's review of the proposed mergers under the Agreement and Plan of Merger dated June 14, 2026. Under the merger agreement, Falcon Merger Sub 1, Inc. will merge into Roku with Roku surviving as a wholly owned subsidiary of Fox, followed immediately by a second merger of the Surviving Corporation into Falcon Merger Sub 2, LLC, with Merger Sub 2 as the surviving entity. The Second Request extends the HSR Act waiting period until 30 days after both companies have substantially complied with the request, unless the DOJ terminates the waiting period earlier or the parties agree to an extension. Roku and Fox state they will continue to cooperate with the DOJ. Roku expects the mergers to close by the first half of calendar year 2027, subject to expiration or termination of the HSR waiting period, other customary closing conditions, and approval by stockholders of both companies. The filing also notes that the Form S-4 registration statement was declared effective on September 1, 2026, and the joint proxy statement/prospectus was mailed to stockholders on or about that date. The filing is largely procedural and does not state deal value, consideration terms, or financial results.

Sep 9, 2026 8-K

Other EventsExhibits & Filings

Roku 8-K Report, Financial Results (Aug 6, 2026)

Roku, Inc. furnished a Form 8-K dated August 6, 2026, attaching its Q2 2026 Shareholder Letter (Exhibit 99.1), which reports results for the quarter ended June 30, 2026. Total net revenue was $1.35 billion, up 22% YoY, and Platform revenue was $1.22 billion, up 25% YoY. Advertising revenue grew 25% YoY to $673 million with a gross margin of 62.4%, and Subscriptions revenue grew 26% YoY to $548 million with a gross margin of 41.4%. Total gross profit was $674 million, up 35% YoY. Net income was $164 million and Adjusted EBITDA was $254 million, both described by the company as record highs, and trailing-twelve-month Free Cash Flow was $704 million. Operating income was $146.2 million, compared with a loss of $23.3 million a year earlier. Devices revenue was $134 million, down 1% YoY, and its gross margin of 20.1% benefited from an IEEPA tariff refund for payments made from Q2 2025 through Q1 2026. Excluding the refund, the company states that Q2 Devices gross margin would have been (7.6%), net income would have been $127 million, and Free Cash Flow would have been $242 million. Merger-related costs of $18.7 million were excluded from Adjusted EBITDA. The letter states that Roku has a pending acquisition by Fox Corporation, under a definitive agreement announced June 15, 2026. Because of the pending transaction, the company will not host an earnings call and will not provide a financial outlook. The information in Item 2.02 and Exhibit 99.1 is furnished and not deemed filed for purposes of Section 18 of the Exchange Act.

Aug 6, 2026 8-K

Roku 8-K Report, Corporate Update (Jun 18, 2026)

Roku, Inc. filed this Form 8-K on June 18, 2026 to recast its financial information for a change in segment reporting. Effective in the first quarter of 2026, Roku reports three segments (Advertising, Subscriptions, and Devices) instead of treating Advertising and Subscriptions as one combined Platform segment. The filing updates Items 1, 7, and 8 of the 2025 Form 10-K, with Exhibit 99.1 containing the updated portions. The company states the change had no impact on previously reported results of operations, financial condition, or cash flows, and that the filing is not a restatement or an amendment to the 2025 Form 10-K. The recast figures show the scale of each segment for fiscal 2025. Advertising revenue was $2.33 billion, Subscriptions revenue was $1.82 billion, and Devices revenue was $0.59 billion, for total net revenue of $4.74 billion. Platform revenue, the combined Advertising and Subscriptions figure, rose to $4.1 billion from $3.5 billion. Subscriptions revenue grew 25%, driven by a 10% increase in subscriptions and a 20% increase in average price per subscription, with contributions from the Frndly TV acquisition and the Howdy launch. Advertising revenue grew 13%, mainly on a 68% increase in video impressions, partly offset by a 28% decline in average price per impression. Devices revenue was essentially flat, and the Devices segment reported a gross loss of $82.0 million. For investors, the filing is primarily a presentation update rather than new operating news. Key profitability and liquidity figures cited in the filing include net income of $88.4 million for 2025 (versus a net loss of $129.4 million in 2024), Adjusted EBITDA of $420.5 million (versus $260.2 million), and Free Cash Flow of $483.6 million on a trailing twelve-month basis (versus $203.2 million). Cash and cash equivalents were $1.59 billion and short-term investments were $0.73 billion as of December 31, 2025. The filing also notes a $300.0 million revolving credit facility, under which the company had not borrowed as of that date.

Jun 18, 2026 8-K

Material AgreementsOther EventsExhibits & Filings

Roku 8-K Report, Shareholder Vote Results (Jun 17, 2026)

Roku, Inc. held its annual meeting of stockholders by live webcast on June 11, 2026, and stockholders voted on three proposals described in the company's 2026 Proxy Statement, filed with the SEC on April 24, 2026. This 8-K reports the certified voting results and does not disclose any new financial results, transactions, or strategic developments. Stockholders elected three Class III directors, Jeffrey Hastings, Neil Hunt, and Anthony Wood, to serve until the 2029 annual meeting. Hunt received the highest share of votes in favor at 94.9%, followed by Wood at 91.8% and Hastings at 83.8%. Each nominee also had votes withheld and 19,461,664 broker non-votes. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, with 213,827,937 votes for, 36,344,270 against, 132,411 abstentions, and 19,461,664 broker non-votes, which the filing reports as 85.4% in favor. Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 268,465,112 votes for, 937,194 against, and 363,976 abstentions, which the filing reports as 99.5% in favor.

Jun 17, 2026 8-K

Roku 8-K Report, Material Agreement (Jun 15, 2026)

Roku, Inc. entered into an Agreement and Plan of Merger on June 14, 2026, with Fox Corporation (Parent) and two Fox merger subsidiaries. Under the agreement, Roku becomes a wholly owned subsidiary of Fox through a two-step merger. Each Roku Class A and Class B share will convert into $96.00 in cash plus 0.9693 shares of Fox Class A common stock, which the press release values at $160.00 per Roku share. The press release states the deal values Roku at approximately $22 billion in enterprise value. Roku stockholders are expected to own approximately 27% of the combined company, and Fox stockholders approximately 73%. The Roku Board has unanimously approved the agreement and recommended that stockholders adopt it. Closing is subject to Roku stockholder adoption, the expiration or early termination of the HSR waiting period and other antitrust and foreign investment approvals, an effective Form S-4 registration statement, and approval of the Fox share issuance by Fox Class B holders. The agreement can be terminated if the Mergers are not completed by June 14, 2027, extendable to December 14, 2027 and then March 14, 2028 under certain circumstances. Termination fees are $866,084,000 payable by either party in certain cases and $1,237,262,000 payable by Fox in certain regulatory or antitrust scenarios. Fox would also reimburse Roku's third-party expenses up to $70,000,000 if Fox stockholder approval is not obtained. Stockholders holding approximately 55% of Roku's voting power and Fox holders of approximately 38.7% of Fox's voting power have signed voting and support agreements. The press release says the transaction is expected to close in the first half of calendar year 2027. Fox's press release says it has obtained $12.0 billion of fully committed bridge financing for the cash portion, expects pro forma net leverage of approximately 2.8x at closing (including 50% credit for run-rate cost synergies), and expects approximately $400 million of run-rate cost synergies. Anthony Wood, Roku's founder and CEO, will continue with the combined company and join the Fox Board after closing.

Jun 15, 2026 8-K

Regulation FDExhibits & Filings

Roku 8-K Report, Financial Results (Apr 30, 2026)

Roku, Inc. reported first-quarter 2026 results for the period ended March 31, 2026, in a Shareholder Letter furnished under Item 2.02 of this Form 8-K. Total net revenue was $1.25 billion, up 22% year over year, and Platform revenue was $1.13 billion, up 28%. Advertising revenue reached $613 million (up 27%) and Subscriptions revenue reached $519 million (up 30%, or 23% excluding Frndly). Net income was $86 million, compared with a net loss of $27 million in the prior-year quarter, and Adjusted EBITDA was $148 million, up 165%. Free Cash Flow (TTM) reached $539 million, up 81%. Devices revenue declined 16% to $118 million, with gross margin of (16.3)%, reflecting lower player unit sales and promotional pricing. Management flagged rising memory chip costs that it expects to weigh on Devices margins in the second half of 2026, and said new OEM licensing partnerships are expected to contribute to Roku TV model unit volume in that period. Management raised its full-year 2026 outlook, now expecting Platform revenue growth of nearly 21% to $5.0 billion, total net revenue of $5.5 billion, total gross profit of $2.45 billion, net income of $360 million, and Adjusted EBITDA of $675 million. For the second quarter, it guided to total net revenue of $1.3 billion, Adjusted EBITDA of $170 million, and Platform revenue growth of approximately 20%. The company also repurchased $100 million of stock in the first quarter, bringing total repurchases to $250 million since the third quarter of 2025 under a $400 million program, and reiterated its goal of $1 billion of Free Cash Flow by 2028, if not sooner.

Apr 30, 2026 8-K

Roku 8-K Report, Regulation FD Disclosure (Apr 13, 2026)

Roku, Inc. will split its current "Platform" reportable segment into two segments, "Advertising" and "Subscriptions," beginning with its financial results for the quarter ended March 31, 2026, which the company will report on April 30, 2026. The company states the change has no impact on its consolidated results. Advertising includes direct and programmatic video advertising, ads integrated into the user interface, and related services. Subscriptions includes end-user subscriptions, subscription revenue shares from content partners, Premium Subscriptions, owned and operated subscription services, and branded app buttons on remote controls. To help investors compare historical results with future reporting under the new structure, Roku furnished supplemental financial information in Exhibit 99.1 for the years ended December 31, 2024 and 2025 and quarterly information for 2025. That exhibit shows FY2025 total net revenue of $4,737.3 million, up from $4,112.9 million in FY2024, with Advertising revenue of $2,327.8 million (versus $2,065.3 million) and Subscriptions revenue of $1,817.1 million (versus $1,457.5 million). Net income was $88.4 million in FY2025 compared with a net loss of $129.4 million in FY2024, and the loss from operations narrowed to $5.6 million from $218.2 million. Profitability metrics improved over the period. Adjusted EBITDA was $420.5 million in FY2025 (8.9% margin) versus $260.2 million (6.3% margin) in FY2024, and trailing-twelve-month free cash flow was $483.6 million at year-end 2025 versus $203.2 million a year earlier. Gross margins were mixed by segment: Advertising gross margin was 57.8% in FY2025 versus 57.9% in FY2024, while Subscriptions gross margin declined to 44.6% from 47.3%. Devices remained at a gross loss of $82.0 million in FY2025 compared with $80.3 million in FY2024.

Apr 13, 2026 8-K

Roku 8-K Report, Financial Results (Feb 12, 2026)

Roku, Inc. reported results for the quarter and year ended December 31, 2025 via a Shareholder Letter furnished as Exhibit 99.1 to this Form 8-K. For full year 2025, total net revenue was $4.737 billion, up 15% year over year, and Platform revenue was $4.145 billion, up 18%. Total gross profit was $2.074 billion, up 15%. Income from operations was $(5.6) million for the year, versus a loss of $(218.2) million in 2024, and the company reported net income of $88.4 million for 2025 compared with a net loss of $(129.4) million in 2024. Adjusted EBITDA for 2025 was $420.5 million, and Adjusted EBITDA margin expanded by 255 basis points. Free Cash Flow (TTM) reached $483.6 million in Q4 2025, a record per the letter. For Q4 2025, total net revenue was $1.395 billion and income from operations was $66.0 million, the first quarter shown with positive operating income in the letter's table. Devices revenue was $592 million for the full year, flat year over year, with Devices gross margin of (14)%. Roku repurchased $150 million of shares under a $400 million stock repurchase program, and the letter states the company sees a clear path to fully offset dilution in 2026. For 2026, management guides to Q1 total net revenue of $1.200 billion, total gross profit of $530 million, and Adjusted EBITDA of $130 million. For full year 2026, guidance calls for total net revenue of $5.500 billion, total gross profit of $2.435 billion, Platform revenue of $4.890 billion (18% growth), and Adjusted EBITDA of $635 million, with net income of $325 million. The company also states it expects to reach 100 million Streaming Households globally in 2026.

Feb 12, 2026 8-K

Earnings & ResultsLeadership ChangesOther Events+1

Roku 8-K Report, Financial Results (Oct 30, 2025)

Roku, Inc. reported financial results for the quarter ended September 30, 2025, in a shareholder letter furnished as Exhibit 99.1 to this Form 8-K. Third-quarter total net revenue was $1.211 billion, up 14% year over year, and Platform revenue was $1.065 billion, up 17%. Total gross profit was $525 million, up 9%. Operating income was $9.5 million, compared with a loss from operations of $(35.8) million a year earlier. Management said this was positive operating income ahead of schedule and the first time since 2021. Net income was $24.8 million, compared with a net loss of $(9.0) million in the prior-year quarter. Adjusted EBITDA was $116.9 million, up 19%, and trailing-twelve-month free cash flow was $443.0 million. Devices revenue fell 5% to $146 million, with a gross loss of $(22.9) million. For the fourth quarter of 2025, Roku expects total net revenue of approximately $1.35 billion, Platform revenue growth of 15% year over year, total gross profit of approximately $575 million, and Adjusted EBITDA of roughly $145 million. For full-year 2025, the company raised its Platform revenue outlook to $4.11 billion and set Adjusted EBITDA at $395 million, with total net revenue of $4.69 billion and net income of $50 million. Management stated it expects double-digit Platform revenue growth and increasing operating margins in 2026 and beyond. During the quarter, Roku repurchased $50 million of common stock under a $400 million repurchase program. Cash and cash equivalents were $1.58 billion at September 30, 2025, and short-term investments were $726.9 million. The letter also highlights the September integration of AppsFlyer, the expanded FreeWheel integration, the Frndly TV acquisition contributing to streaming services distribution, and the launch of Howdy, an ad-free SVOD service priced at $2.99 per month.

Oct 30, 2025 8-K

Roku 8-K Report, Financial Results (Jul 31, 2025)

Roku, Inc. furnished a Form 8-K on July 31, 2025 reporting results for the quarter ended June 30, 2025, with its Shareholder Letter attached as Exhibit 99.1. Total net revenue was $1,111 million, up 15% year over year, and Platform revenue was $975 million, up 18% year over year, which the letter says exceeded the company's outlook. Platform growth was driven by video advertising and the acquisition of Frndly, which the letter says contributed approximately 1.8 points of growth. Devices revenue was $136 million, down 6% year over year. Net income was $10.5 million for the quarter, compared with a net loss of $33.95 million in the prior-year quarter, and Adjusted EBITDA was $78.2 million, versus $43.6 million a year earlier. The company raised its full-year 2025 outlook for Platform revenue to $4.075 billion and Adjusted EBITDA to $375 million, and guided to total net revenue of approximately $1.2 billion for Q3 2025, representing 13% growth year over year. The Board approved a stock repurchase program of up to $400 million of Class A common stock through December 31, 2026, which the company says is intended to offset dilution from employee equity compensation and which it expects to fund with existing cash and short-term investments of $2.3 billion as of June 30, 2025. The filing also reports that the Board approved, on July 28, 2025, the appointment of Dan Jedda, the Company's Chief Financial Officer, as Chief Financial Officer and Chief Operating Officer.

Jul 31, 2025 8-K/A

Roku 8-K/A Report, Shareholder Vote Results (Jun 26, 2025)

Roku, Inc. (ROKU) filed this Form 8-K/A on June 26, 2025 to amend its Original Form 8-K filed June 12, 2025, which reported the final voting results of its 2025 Annual Meeting of Stockholders held June 11, 2025. The sole purpose of the amendment is to disclose the Board-related decision on how often non-binding stockholder advisory votes on named executive officer compensation (Say-on-Pay Votes) will be held, as required by Item 5.07(d) of Form 8-K. No other changes were made to the Original Form 8-K. In the advisory vote on the frequency proposal (Say-on-Frequency) at the Annual Meeting, stockholders expressed a preference for Say-on-Pay Votes to be held every year. Consistent with the Board's recommendation in the proxy statement for the Annual Meeting, Roku has determined to hold future Say-on-Pay Votes annually until the next required advisory vote on frequency. The Board will re-evaluate this determination after the next Say-on-Frequency Proposal, which will be held no later than the 2031 annual meeting of stockholders. For investors, the filing is a governance update that confirms annual shareholder input on executive pay going forward and does not report any financial results.

Jun 26, 2025 8-K

Roku 8-K Report, Shareholder Vote Results (Jun 12, 2025)

Roku, Inc. held its annual meeting of stockholders by live webcast on June 11, 2025, and stockholders voted on four proposals described in the company's definitive proxy statement filed April 25, 2025. The filing reports that all four proposals were approved, with the Class II director nominees elected to serve until the 2028 annual meeting. The three Class II nominees received 98.1% (Jeffrey Blackburn), 97.1% (Gina Luna) and 86.3% (Ray Rothrock) of votes in favor, with Rothrock's support the lowest of the three. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, with 197,969,921 votes for and 53,631,435 votes against, a stated 78.6% in favor. In a separate advisory vote, stockholders selected an annual frequency for future say-on-pay votes, with 250,316,218 votes for "one year" and 99.4% of votes in favor of that frequency. Stockholders also ratified the appointment of Deloitte & Touche LLP as independent registered accounting firm for the fiscal year ending December 31, 2025, with 271,526,520 votes for and a stated 99.1% in favor.

Jun 12, 2025 8-K

Roku 8-K Report, Executive Changes (May 7, 2025)

Roku, Inc. filed this Form 8-K under Item 5.02 to report that Louise Pentland, Senior Vice President and General Counsel, notified the Company on May 1, 2025 of her decision to resign effective May 16, 2025, to pursue another opportunity. The filing states that her decision was not due to any disagreement with the Company or the Board of Directors on any matter relating to the Company's operations, policies or practices. The Company stated that it will conduct an executive search to identify Ms. Pentland's successor. The filing does not disclose an interim arrangement, a successor, or any compensatory terms associated with the departure. For investors, the filing is a limited leadership-transition notice. It reports a planned departure of a senior legal officer with a stated non-disagreement and an open search, and it contains no financial results or other quantitative information.

May 7, 2025 8-K

Roku 8-K Report, Financial Results (May 1, 2025)

Roku, Inc. filed this Form 8-K on May 1, 2025 under Item 2.02 (Results of Operations and Financial Condition) to furnish its Q1 2025 Shareholder Letter as Exhibit 99.1. In the quarter ended March 31, 2025, total net revenue was $1,021 million, up 16% year over year, Platform revenue was $881 million, up 17%, and gross profit was $445 million, up 15%. Devices revenue was $140 million, up 11%, with a Devices gross loss of $(19) million. Net loss narrowed to $(27.4) million from $(50.9) million a year earlier, and Adjusted EBITDA was $56.0 million versus $40.9 million. Streaming Hours reached 35.8 billion, up 5.1 billion year over year, and The Roku Channel became the #2 app on the platform in the U.S. by engagement. Management reaffirmed full-year 2025 Platform revenue of $3.950 billion and Adjusted EBITDA of $350 million. For Q2 2025, the company estimates total net revenue of approximately $1.070 billion (11% YoY growth), with Platform revenue expected to grow 14% YoY and Adjusted EBITDA of approximately $70 million. The letter also notes the company expects full-year Platform gross margin of approximately 52% and Devices revenue and gross profit loss consistent with 2024 levels, while tariff impacts remain difficult to predict. Management said it continues to see a path to positive operating income in 2026. The filing also announces a separate agreement to acquire Frndly TV, a subscription streaming service offering over 50 live TV channels, intended to support growth in Platform revenue and Roku-billed subscriptions. Investors should note the letter cites elevated macro uncertainty, and the financial statements in the exhibit are unaudited.

May 1, 2025 8-K

Roku 8-K Report, Executive Changes (Mar 28, 2025)

Roku, Inc. filed a Form 8-K dated March 28, 2025 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that Ravi Ahuja notified the Board of Directors on March 25, 2025 of his intention to resign as a director, effective June 11, 2025, the date of the Company's 2025 Annual Meeting of Stockholders. According to the filing, Mr. Ahuja's resignation is due to the time commitment required of his role as President and CEO of Sony Pictures Entertainment. The filing expressly states that the resignation is not the result of any disagreement with the Company or the Board on any matter relating to the Company's operations, policies or practices. As a result of the resignation, the filing states that on June 11, 2025 the size of the Board will be reduced from nine to eight directors. The filing contains no financial results or other operating information.

Mar 28, 2025 8-K

Roku 8-K Report, Financial Results (Feb 13, 2025)

Roku, Inc. furnished a Form 8-K under Item 2.02 on February 13, 2025, reporting results for the quarter and year ended December 31, 2024. The full shareholder letter is attached as Exhibit 99.1. For full year 2024, total net revenue was $4.1 billion, up 18% YoY, Platform revenue was $3.5 billion, up 18% YoY (up 15% excluding political ad spend), and gross profit was $1.8 billion, up 19% YoY. Q4 2024 was the first quarter with more than $1 billion in Platform revenue, which grew 25% YoY. Full year 2024 loss from operations was $218.2 million, net loss was $129.4 million, and Adjusted EBITDA was $260.2 million, compared with $4.3 million in 2023. Cash flow from operations for 2024 was $218.0 million and free cash flow (TTM) was $203.2 million. For 2025, Roku guided to total net revenue of $4.610 billion, total gross profit of $2.005 billion, and Adjusted EBITDA of $350 million, with Platform revenue of $3.950 billion (growing 12% YoY) and Devices revenue of $660 million (growing 12% YoY). The company expects Platform gross margin of 52% to 53% and mid-single-digit YoY growth in operating expenses, and it expects to be operating income positive for full year 2026. Its Q1 2025 outlook calls for total net revenue of $1.005 billion, gross profit of $450 million, and Adjusted EBITDA of $55 million, and it expects Devices revenue to be largely flat YoY due to elevated inventory from lower holiday sales. The letter also discloses operating metrics: 89.8 million Streaming Households at year-end 2024, 127.1 billion Streaming Hours for the year, and ARPU of $41.49 on a trailing 12-month basis. Roku said it will stop reporting quarterly Streaming Households and ARPU beginning with Q1 2025 results. Devices gross margin was (14)% for full year 2024, reflecting Q4 seasonal discounts that drove Q4 Devices gross margin to (29)%.

Feb 13, 2025 8-K

Roku 8-K Report, Executive Changes (Jan 7, 2025)

Roku, Inc. (ROKU) filed this Form 8-K on January 7, 2025 under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that on December 31, 2024, the Company and Gidon Katz, Senior Vice President, Platform Products & User Experience, agreed that Mr. Katz will leave the Company effective April 15, 2025. The filing states that Mr. Katz will receive severance benefits as contemplated by his Employment Contract with Roku DX UK Ltd, a wholly owned subsidiary of the Company. The contract is incorporated by reference as Exhibit 10.1 to the Company's Form 8-K filed on August 11, 2023. For investors, the filing is a notice of a senior executive departure rather than a financial disclosure. It contains no financial results, guidance, or new compensation figures beyond the reference to existing severance terms in the referenced contract.

Jan 7, 2025 8-K

Roku 8-K Report, Financial Results (Oct 30, 2024)

Roku, Inc. furnished a Shareholder Letter with its results for the quarter ended September 30, 2024, under Item 2.02 of this 8-K dated October 30, 2024. The letter reports total net revenue of $1.062 billion, up 16% year over year, which the company describes as its first quarter above $1 billion. Platform revenue was $908 million, up 15% YoY, and gross profit was $480 million, up 30% YoY (up 10% excluding Q3 2023 restructuring charges). Net loss narrowed to $9.0 million from $330.1 million a year earlier, and Adjusted EBITDA was $98.2 million versus $43.4 million. The company also reported its fifth consecutive quarter of positive Adjusted EBITDA and Free Cash Flow (TTM). Streaming Households reached 85.5 million, a net increase of 2.0 million from Q2 2024, and Streaming Hours were 32.0 billion, up 20% YoY. ARPU was $41.10 on a trailing 12-month basis, flat YoY, which management attributes to a rising share of households in international markets where monetization is at an early stage. Beginning with Q1 2025 results, Roku will stop reporting Streaming Households and ARPU, and its key performance metrics will become Streaming Hours, Platform revenue, Adjusted EBITDA, and Free Cash Flow. For Q4 2024, the company estimates total net revenue of $1.140 billion, growing 16% YoY, with Platform revenue growing 14% and Devices revenue growing 25%. It estimates total gross profit of $465 million, Adjusted EBITDA of $30 million, and a net loss of $65 million. Management expects full-year 2024 Sales and Marketing and total operating expenses to be slightly down.

Oct 30, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Roku 8-K Report, Executive Changes (Sep 26, 2024)

Roku, Inc. filed this Form 8-K on September 26, 2024 to disclose changes to its Executive Supplemental Stock Option Program, approved by the Compensation Committee of the Board of Directors on September 23, 2024. The amended program lets employees at or above the level of Senior Vice President, including certain executive officers but excluding the Chief Executive Officer ("Eligible Executives"), elect annually to reduce their base salary in exchange for a series of monthly grants of fully vested non-statutory stock options under the Amended and Restated 2017 Equity Incentive Plan. The amended program takes effect January 1, 2025, and remains in effect until modified or revoked by the Board or the Compensation Committee. Under the structure, the number of options granted each month equals the monthly dollar amount of salary reduction divided by the Fair Market Value (the Nasdaq closing price on the grant date) divided by a Stock Option Ratio set by the Board or Compensation Committee, rounded down to the nearest whole share. Enrollment must be completed during the last open trading window of the preceding calendar year, and elections cannot be changed after the enrollment deadline. Withdrawal is restricted to open trading windows, is limited to situations of unforeseeable emergency, and bars re-enrollment for that calendar year. Grants are made on the first trading day of each month, subject to a deferral when the date falls within a Filing Period around periodic reports or material 8-K filings. Options vest on the grant date, carry an exercise price equal to Fair Market Value, and are exercisable for up to ten years. The filing also lists the enrollment form and form of option agreement and grant notice as exhibits, with the option agreement form incorporated by reference from Roku's Form 10-K filed February 18, 2022. The filing does not state any financial results or dollar amounts for the program's cost or participation.

Sep 26, 2024 8-K

Roku 8-K Report, Material Agreement (Sep 17, 2024)

Roku, Inc. filed this Form 8-K to report that on September 16, 2024, it entered into a credit agreement with Citibank N.A. as administrative agent, with Purple Tag Enterprises, LLC, Purple Tag Originals, LLC, This Old House Productions, LLC and This Old House Ventures, LLC as guarantors, and the lenders and issuing banks party thereto. The agreement provides a five-year revolving credit facility of up to $300 million, with an uncommitted increase option of up to an additional $300 million subject to customary conditions. It includes a $100 million sub-facility for letters of credit, and the facility matures on September 16, 2029. Proceeds may be used for general corporate purposes, including working capital. The credit agreement contains a minimum interest coverage ratio and a maximum total net leverage ratio, along with customary events of default and affirmative and negative covenants covering indebtedness, liens, investments, asset dispositions, restricted payments, affiliate transactions and abandonment of intellectual property. Obligations under the facility, along with certain swap and banking services obligations, are secured by substantially all assets of Roku and its subsidiary guarantors, subject to customary excluded assets. The filing also notes that certain lenders and their affiliates have provided investment banking, commercial banking, advisory and other services to Roku and its affiliates for customary fees, and may do so in the future. The full agreement is filed as Exhibit 10.1, and the filing states that its description is qualified in its entirety by that exhibit.

Sep 17, 2024 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Roku 8-K Report, Financial Results (Aug 1, 2024)

Roku, Inc. furnished a Form 8-K on August 1, 2024 announcing results for the quarter ended June 30, 2024, with the Q2 2024 Shareholder Letter attached as Exhibit 99.1 (furnished, not filed). Total net revenue was $968 million, up 14% year over year, and Platform revenue was $824 million, up 11%. Devices revenue was $143.8 million. Gross profit was $425 million, up 12% year over year, and the company reported a net loss of $33.95 million for the quarter, compared with a net loss of $107.6 million a year earlier. Streaming Households reached 83.6 million, a net addition of 2.0 million from Q1 2024, and Streaming Hours were 30.1 billion, up 20% year over year. The company reported its fourth consecutive quarter of positive Adjusted EBITDA and trailing-twelve-month Free Cash Flow, with Q2 Adjusted EBITDA of $43.6 million. Management guided to third-quarter 2024 total net revenue of $1.010 billion, growing 11% year over year, with Platform revenue growing 9% and Devices revenue growing 24%. The company expects Q3 total gross profit of $440 million, Adjusted EBITDA of $45 million, and a net loss of $50 million. For Q4, management anticipates that the year-over-year growth rate of Platform revenue will accelerate sequentially, and it expressed confidence in accelerating Platform revenue growth in 2025 and beyond. The letter highlights growth initiatives including the Roku Home Screen, sports programming through the Roku Sports Experience, The Roku Channel, the marquee video ad unit, third-party demand-side platform integrations, and Roku-billed subscriptions through Roku Pay. Average Revenue Per User was $40.68 on a trailing-twelve-month basis, flat year over year, reflecting a growing share of Streaming Households in international markets where monetization is at an early stage.

Aug 1, 2024 8-K

Roku 8-K Report, Executive Changes (Jun 7, 2024)

Roku, Inc. reported in a Form 8-K dated June 7, 2024 the results of its annual meeting of stockholders, held via live webcast on June 6, 2024. Stockholders approved four proposals, the most significant being the Roku, Inc. Amended and Restated 2017 Equity Incentive Plan (the "Restated 2017 Plan"). The Restated 2017 Plan extends the end date of the "evergreen" provision, which provides for future automatic annual increases in the number of shares available for grant, from January 1, 2027 to January 1, 2034. The Board approved the plan on March 27, 2024, subject to stockholder approval. All three director nominees in Class I were elected to serve until the 2027 annual meeting. Ravi Ahuja received 87.6% of votes in favor, while Mai Fyfield and Laurie Simon Hodrick each received 98.8%. The plan approval received 76.1% of votes in favor, which was the lowest support level among the proposals. Stockholders also approved, on an advisory basis, executive compensation with 86.1% in favor, and ratified Deloitte & Touche LLP as the independent registered accounting firm for the fiscal year ending December 31, 2024 with 99.4% in favor. The filing references the 2024 Proxy Statement, filed April 26, 2024, for fuller descriptions of each proposal. The Restated 2017 Plan is filed as Exhibit 10.1 to the 8-K.

Jun 7, 2024 8-K

Roku 8-K Report, Financial Results (Apr 25, 2024)

Roku, Inc. furnished a Form 8-K on April 25, 2024 under Item 2.02 (Results of Operations and Financial Condition) attaching its Q1 2024 Shareholder Letter as Exhibit 99.1. The letter reports total net revenue of $881.5 million, up 19% year over year, with Platform revenue of $754.9 million, also up 19%. Total gross profit was $388.3 million, up 15%. Streaming Households reached 81.6 million, a net increase of 1.6 million from Q4 2023, and Streaming Hours grew 23% year over year to 30.8 billion. Net loss narrowed to $50.9 million from $193.6 million a year earlier, while Adjusted EBITDA was $40.9 million, marking the third consecutive quarter of positive Adjusted EBITDA and Free Cash Flow. Management flagged difficult year-over-year comparisons in streaming services distribution activities, attributing the headwind to past price increases and a higher mix shift toward ad-supported offerings. For Q2 2024, the company estimates total net revenue of $935 million, total gross profit of $410 million, and Adjusted EBITDA of $30 million, and expects Adjusted EBITDA to slightly moderate in the second half of 2024 due to normal seasonal Devices sales and marketing spend. Management also said it remains confident in accelerating Platform revenue growth and growing Adjusted EBITDA and Free Cash Flow in 2025 and beyond. Average Revenue Per User (ARPU) was $40.65 on a trailing 12-month basis, flat year over year, reflecting a growing share of Streaming Households in international markets where the company is focused on scale and engagement. Cash and cash equivalents were $2.06 billion at March 31, 2024, and trailing 12-month Free Cash Flow was $426.8 million.

Apr 25, 2024 8-K

Roku 8-K Report, Financial Results (Feb 15, 2024)

Roku, Inc. filed this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to announce results for the quarter and year ended December 31, 2023, furnishing its Q4 and Full Year 2023 Shareholder Letter as Exhibit 99.1. For full year 2023, total net revenue was $3.48 billion (up 11% YoY), Platform revenue was $2.99 billion (up 10% YoY), and gross profit was $1.52 billion. Active Accounts reached 80.0 million, with 10.0 million net adds in 2023, and Streaming Hours totaled 106.0 billion, the first year above 100 billion. Net loss narrowed to $709.6 million for 2023 from $498.0 million in 2022 is a widening; the filing reports net loss of $709.6 million versus $498.0 million, which included $356.1 million of restructuring charges. Management reported positive Adjusted EBITDA of $4.3 million and positive free cash flow for full year 2023, a year ahead of schedule. For Q4 2023, total net revenue was $984.4 million (up 14% YoY) and Platform revenue was $828.9 million (up 13% YoY). Average Revenue Per User (trailing 12-month basis) was $39.92, down 4% YoY, which management attributed to a growing share of Active Accounts in international markets where Roku is focused on scale and engagement. Operating loss improved to $104.2 million in Q4 from $249.9 million a year earlier. Looking ahead, management guided to Q1 2024 total net revenue of $850 million, total gross profit of roughly $370 million, and break-even Adjusted EBITDA, and expects positive Adjusted EBITDA for full year 2024. The company also noted a difficult macro environment, an uneven ad market recovery, and tougher year-over-year comparisons in streaming services distribution.

Feb 15, 2024 8-K

Financial EventsRegulation FD

Roku 8-K Report, Financial Results (Nov 1, 2023)

Roku, Inc. reported financial results for the quarter ended September 30, 2023, with the results detailed in a Shareholder Letter furnished as Exhibit 99.1. Total net revenue was $912 million, up 20% year over year, with Platform revenue of $787 million up 18% and Devices revenue of $125.2 million. Gross profit was $369 million, up 3% year over year, but the filing notes it was up 22% excluding restructuring charges. The company recorded a net loss of $330.1 million for the quarter, driven by $283.0 million of restructuring charges, including $230.8 million of asset impairment charges. Adjusted EBITDA was $43 million, a positive result the company attributes to revenue growth and cost reductions. Operating metrics showed growth in engagement and scale. Active Accounts reached 75.8 million, a net increase of 2.3 million from Q2 2023, and Streaming Hours were 26.7 billion, up 4.9 billion YoY. Average Revenue Per User (trailing 12 months) was $41.03, down 7% YoY but up 1% quarter over quarter. Platform Gross Margin was 48%, reflecting a $62 million restructuring charge tied to removing select licensed and produced content from The Roku Channel; excluding that charge it would have been 56%. Management's outlook calls for Q4 2023 total net revenue of roughly $955 million, total gross profit of roughly $405 million, and Adjusted EBITDA of $10 million. The company reiterated its commitment to positive Adjusted EBITDA for full year 2024, while cautioning about an uncertain macro environment, an uneven ad market recovery, and difficult year-over-year comparisons in content distribution and M&E revenue in Q4.

Nov 1, 2023 8-K

Roku 8-K Report, Exit or Disposal Costs (Sep 6, 2023)

Roku, Inc. filed this Current Report on Form 8-K on September 6, 2023 to disclose cost-reduction measures and related charges. On September 5, 2023, the company decided to bring down its year-over-year operating expense growth rate through office space consolidation, a strategic review of its content portfolio, reduced outside services expenses, and a workforce reduction affecting approximately 10% of employees, along with limiting new hires. Roku expects a restructuring charge, primarily severance and benefits, in a preliminary range of $45 million to $65 million, with most of it recorded in the third quarter of fiscal 2023 and the workforce reduction substantially complete by the end of the fourth quarter of fiscal 2023. Separately, it expects impairment charges of $160 million to $200 million related to ceasing use of certain office facilities and $55 million to $65 million related to removing select licensed and produced content from its TV streaming platform. The company does not expect material cash expenditures for the content impairment. The charges may differ materially from these estimates. For the third quarter of fiscal 2023, excluding these restructuring and impairment charges, Roku now expects total net revenue of $835 million to $875 million and adjusted EBITDA of negative $40 million to negative $20 million. The company states it cannot reconcile net loss to adjusted EBITDA without unreasonable effort.

Sep 6, 2023 8-K

Roku 8-K Report, Executive Changes (Aug 11, 2023)

Roku, Inc. filed this Form 8-K on August 11, 2023 under Item 5.02, disclosing a new employment contract for Gidon Katz, the Company's President, Consumer Experience. The contract was entered into on August 9, 2023 by Roku DX UK Ltd, a wholly owned subsidiary of Roku, Inc., and is effective August 1, 2023. The agreement was prompted by Mr. Katz's relocation from the United States to the United Kingdom. Under the contract, Mr. Katz will continue to receive an annual base salary of $2.8 million, retain equity awards previously granted under the Company's 2017 Equity Incentive Plan, each of which continues to vest according to its terms, and be eligible for employee benefits offered from time to time to Roku DX UK Ltd employees. He has also entered into the Company's standard form of indemnification agreement, previously filed as an exhibit to a Form S-1 amendment in September 2017. The filing is a limited disclosure. It does not describe other terms of the arrangement, and it refers readers to the full employment contract, filed as Exhibit 10.1, for complete terms. For investors, the filing confirms that Mr. Katz's base salary and equity awards are unchanged by the relocation.

Aug 11, 2023 8-K

Roku 8-K Report, Financial Results (Jul 27, 2023)

Roku, Inc. filed this Form 8-K on July 27, 2023 to furnish its Q2 2023 Shareholder Letter (Exhibit 99.1) announcing results for the quarter ended June 30, 2023. Total net revenue was $847 million, up 11% year over year, with Platform revenue of $744 million, also up 11%. Gross profit was $378 million, up 7%, and Adjusted EBITDA was negative $17.8 million, an improvement of 47% year over year. Net loss for the quarter was $107.6 million, or $0.76 per share. Management said the operating environment was largely unchanged from Q1, with strong consumer demand for Roku TV models offset by muted TV advertising industry-wide, and that some ad verticals are improving. Key operating metrics showed 73.5 million Active Accounts, a net increase of 1.9 million from Q1 2023, and 25.1 billion Streaming Hours, up 21% year over year. ARPU was $40.67 on a trailing 12-month basis, down 7% year over year, which management attributed to Active Account growth outpacing Platform revenue growth. Management guided Q3 2023 total net revenue to roughly $815 million, total gross profit to roughly $355 million, and Adjusted EBITDA to negative $50 million, and reaffirmed its commitment to positive Adjusted EBITDA for full year 2024. The letter also flagged continued pressure in traditional TV advertising and M&E spend, with management expecting M&E spend to be further pressured by limited fall release schedules. Restructuring charges of $31.3 million were recorded for the six months ended June 30, 2023, including $25.4 million of severance and related charges. Cash and cash equivalents were $1.76 billion at June 30, 2023.

Jul 27, 2023 8-K

Roku 8-K Report, Shareholder Vote Results (Jun 9, 2023)

Roku, Inc. filed this Current Report under Item 5.07 to report the results of its annual meeting of stockholders, held June 8, 2023 via live webcast. Stockholders voted on four proposals, each described in the definitive proxy statement filed April 27, 2023. The filing reports certified vote counts for each matter and does not describe any other corporate action. All three nominees for director were elected. Jeffrey Blackburn, the Class II nominee, received 242,125,595 votes for and 427,676 withheld, with 99.8% of votes in favor. Class III nominees Jeffrey Hastings, Neil Hunt, and Anthony Wood received 89.2%, 90.1%, and 91.3% of votes in favor, respectively. Stockholders also ratified Deloitte & Touche LLP as the independent registered accounting firm for the fiscal year ending December 31, 2023, with 265,565,239 votes for and 528,289 against, representing 99.7% in favor. The advisory vote on executive compensation was the least supported item. It received 191,733,902 votes for and 50,638,684 against, with 180,685 abstentions and 23,783,532 broker non-votes, representing 79.0% of votes in favor. The filing does not state the board's response to this result.

Jun 9, 2023 8-K

Roku 8-K Report, Financial Results (Apr 26, 2023)

Roku, Inc. filed this Form 8-K on April 26, 2023 to furnish its Q1 2023 Shareholder Letter (Exhibit 99.1), reporting results for the quarter ended March 31, 2023. Total net revenue was $741 million, up 1% year over year, while Platform revenue was $635 million, down 1% year over year. Gross profit was $338 million, down 7% year over year, and Adjusted EBITDA was negative $69.1 million, compared with $57.6 million a year earlier. Net loss was $193.6 million, or $1.38 per share, versus a net loss of $26.3 million in Q1 2022. Active Accounts reached 71.6 million, a net increase of 1.6 million from Q4 2022, and Streaming Hours grew 20% year over year to 25.1 billion. ARPU was $40.67 on a trailing 12-month basis, down 5% year over year. Management cited a challenging macro environment, with the total U.S. advertising market down 7.4% year over year in Q1. For Q2 2023, Roku guided to total net revenue of roughly $770 million, total gross profit of roughly $335 million, and Adjusted EBITDA of negative $75 million. The company reiterated its commitment to positive Adjusted EBITDA for full year 2024 while slowing year-over-year operating expense growth. Operating expenses rose to $550.1 million, up 42% year over year, driven by higher research and development and sales and marketing costs, and the letter also disclosed $31.3 million of restructuring charges. The filing also announced that Dan Jedda will join Roku as Chief Financial Officer on May 1, 2023, succeeding Steve Louden, who will serve as an executive advisor until August 2023. Cash and cash equivalents declined to $1.63 billion as of March 31, 2023, from $1.96 billion at December 31, 2022, and operating cash flow was negative $153.4 million for the quarter.

Apr 26, 2023 8-K

Financial Events

Roku 8-K Report, Exit or Disposal Costs (Mar 30, 2023)

Roku, Inc. filed this Form 8-K on March 30, 2023 to report a restructuring plan approved by the Company on March 29, 2023. The plan is intended to lower the Company's year-over-year operating expense growth and prioritize projects the Company believes will have a higher return on investment. It is expected to affect approximately 200 employees, described as approximately 6% of the Company's workforce, and to result in the exit and sublease, or cease use, of certain office facilities the Company does not currently occupy. The Company estimates non-recurring charges of approximately $30 to $35 million, primarily severance payments, notice pay, employee benefits contributions and related costs, plus impairment charges tied to the office facilities. Management expects most of the charges in the first quarter of fiscal 2023, with headcount reductions and related cash payments substantially complete by the end of the second quarter of fiscal 2023. Timing may extend in some cases because position eliminations are subject to legal requirements that vary by jurisdiction, and actual expenses may differ materially from the estimates. For investors, the filing is primarily a cost-management disclosure under Item 2.05. It quantifies the expected one-time charges and the scope of the workforce and facility actions, while the forward-looking statements caution that the number of affected positions, the timing and size of charges, and the effect on operating expense growth may change.

Mar 30, 2023 8-K

Other Events

Roku 8-K Report, Corporate Update (Mar 10, 2023)

Roku, Inc. (ROKU) filed this Current Report on Form 8-K under Item 8.01 (Other Events) to disclose its exposure to Silicon Valley Bank (SVB), which was closed on March 10, 2023 by the California Department of Financial Protection and Innovation, with the Federal Deposit Insurance Corporation (FDIC) appointed as receiver. According to the FDIC, all insured depositors of SVB will have full access to their insured deposits no later than Monday morning, March 13, 2023. The FDIC will pay uninsured depositors an advance dividend within the next week, and uninsured depositors will receive a receivership certificate for the remaining amount of their uninsured funds. Roku reported total cash and cash equivalents of approximately $1.9 billion as of March 10, 2023. Approximately $487 million of that is held at SVB, representing approximately 26% of the cash and cash equivalents balance, and the filing states these deposits are largely uninsured. The remaining approximately $1.4 billion is distributed across multiple large financial institutions. Roku states that it does not yet know the extent to which it will be able to recover its cash on deposit at SVB. Despite the SVB closure, Roku continues to believe that its existing cash and cash equivalents balance and cash flow from operations will be sufficient to meet its working capital, capital expenditures, and material cash requirements from known contractual obligations for the next twelve months and beyond.

Mar 10, 2023 8-K

Roku 8-K Report, Executive Changes (Mar 8, 2023)

Roku, Inc. announced on March 8, 2023 that Dan Jedda will become its Chief Financial Officer effective May 1, 2023, reporting to Founder and CEO Anthony Wood. Jedda has been CFO of Stitch Fix, Inc. since December 2020 and will step down from that role in April 2023. He previously spent about 15 years at Amazon.com, mostly as Vice President and CFO for Digital Video (including Amazon Studios), Digital Music, and the Advertising and Corporate Development organizations. Current CFO Steve Louden will leave the CFO role on the effective date and serve as an executive advisor until August 2023, helping ensure a smooth transition. Jedda's compensation under his February 11, 2023 Offer Letter includes an annual base salary of $2,100,000, an equity award valued at $15,600,000 vesting over four years under the 2017 Equity Incentive Plan, and a one-time payment of $50,000 subject to certain conditions. He will also join the Amended and Restated Severance Benefit Plan and sign the company's standard indemnification agreement. In the accompanying press release, Wood links the hire to the company's commitment to positive adjusted EBITDA next year and to Roku's growth as U.S. active accounts approach half of U.S. broadband households. Jedda's stated priorities include continued growth, leadership of the #1 TV streaming platform in the U.S., Canada, and Mexico, and a focus on profitability.

Mar 8, 2023 8-K

Roku 8-K Report, Financial Results (Feb 15, 2023)

Roku, Inc. filed this Form 8-K on February 15, 2023 to furnish its Shareholder Letter (Exhibit 99.1) announcing results for the quarter and year ended December 31, 2022. For full year 2022, total net revenue was $3.13 billion (up 13% YoY), Platform revenue was $2.71 billion (up 20% YoY), and gross profit was $1.44 billion. The company reported a full-year net loss of $498.0 million and an income from operations loss of $530.9 million, compared with net income of $242.4 million in 2021. Adjusted EBITDA for 2022 was negative $84.2 million, versus $465.3 million in 2021. Fourth-quarter total net revenue was $867.1 million, with a net loss of $237.2 million, which included $38.1 million of restructuring charges. Key operating metrics showed continued growth in the user base and engagement. Active Accounts reached 70.0 million, a net increase of 9.9 million for the year, and Streaming Hours rose to 87.4 billion for 2022. However, operating expenses rose 71% YoY in Q4 to $614.3 million, driven by sales and marketing and research and development, while the U.S. ad market weakened through the quarter. Management said it expects operating expense growth to decline from approximately 40% YoY in Q1 2023 to single-digit growth by Q4 2023, and guided to Q1 2023 total net revenue of roughly $700 million and adjusted EBITDA of negative $110 million. The company reiterated its commitment to positive adjusted EBITDA for full year 2024. The letter also highlighted new Roku-branded TVs (Roku Select and Roku Plus Series, available in spring 2023 at retail prices from $119 to $999), a new smart home product line, and continued growth at The Roku Channel, which reached U.S. households with an estimated 100 million people in Q4. Segment reporting was changed so that the former Player segment is now called Devices, which includes licensing arrangements and, starting in 2023, Roku-branded TV sales.

Feb 15, 2023 8-K

Roku 8-K Report, Executive Changes (Dec 19, 2022)

Roku, Inc. filed this Current Report on Form 8-K under Item 5.02 to announce a leadership change in its finance organization. On December 13, 2022, the company appointed Matthew Banks as Vice President, Corporate Controller and Chief Accounting Officer. In this role, Mr. Banks will serve as the company's principal accounting officer. Chief Financial Officer Steve Louden, who previously served as both principal financial officer and principal accounting officer, will continue as principal financial officer. Mr. Banks, age 45, joined Roku in February 2021 as Vice President, Corporate Controller. He previously served as Vice President, Controller of InVision Inc. and held senior roles at Meta Platforms, Inc. (formerly Facebook, Inc.), including Corporate Controller. The filing also states he holds a B.A. in Business Economics from the University of California, Santa Barbara and is an inactive Certified Public Accountant in California. The compensation disclosed for Mr. Banks includes an annual base salary of $1,200,000, a market adjustment equity award valued at $1,120,000 vesting over four years, and a retention equity award valued at $1,500,000 vesting over two years, both granted under the 2017 Equity Incentive Plan. He participates in the Amended and Restated Severance Benefit Plan and will enter into the company's standard indemnification agreement.

Dec 19, 2022 8-K

Financial Events

Roku 8-K Report, Exit or Disposal Costs (Nov 17, 2022)

Roku, Inc. filed this Current Report on Form 8-K under Item 2.05 (Costs Associated with Exit or Disposal Activities). On November 17, 2022, the Company approved a plan to reduce its headcount expenses by a projected 5% to slow the growth rate of its 2023 operating expenses, citing current economic conditions. The plan affects approximately 200 employee positions in the United States. The Company estimates non-recurring charges of approximately $28 to $31 million in connection with the headcount reductions, primarily consisting of severance payments, notice pay where applicable, employee benefits contributions and related costs. Most of the restructuring charges are expected to be incurred in the fourth quarter of fiscal 2022, and implementation, including cash payments, is expected to be substantially complete by the end of the first quarter of fiscal 2023. The filing cautions that position eliminations are subject to legal requirements that vary by jurisdiction, which could extend the process beyond the fourth quarter of fiscal 2022 in some cases, and that actual expenses may differ materially from the estimates.

Nov 17, 2022 8-K

Roku 8-K Report, Financial Results (Nov 2, 2022)

Roku, Inc. reported third-quarter 2022 results on November 2, 2022, through a Shareholder Letter furnished as Exhibit 99.1. Total net revenue was $761.4 million, up 12% year over year, and Platform revenue rose 15% to $670.4 million. Gross profit was $356.8 million, down 2% year over year, and the company posted a net loss of $122.2 million for the quarter. Adjusted EBITDA was negative $34.4 million, compared with $130.1 million in the prior-year quarter. Active Accounts reached 65.4 million, with 2.3 million incremental additions, and Streaming Hours were 21.9 billion. Management said advertising spend is growing more slowly than planned amid weakness in the TV ad market, particularly the traditional TV ad scatter market, which was down 38% year over year in the U.S. For the fourth quarter of 2022, management guided to total net revenue of roughly $800 million, total gross profit of roughly $325 million, and adjusted EBITDA of negative $135 million. The company expects Player and Platform revenue to decline year over year in Q4 and says it is slowing headcount and operating expense growth, though it will take a few more quarters for year-over-year operating expense growth to normalize. Operating expenses rose 71% year over year to $503.8 million in the quarter, driven by investments made earlier in 2021 and 2022. The letter also announced leadership changes, including Charlie Collier as President, Roku Media, and Steve Louden's plan to leave as CFO sometime in 2023. Management characterized the ad market weakness as temporary while emphasizing long-term growth in TV streaming, The Roku Channel, and new smart home products.

Nov 2, 2022 8-K

Roku 8-K Report, Executive Changes (Nov 2, 2022)

Roku, Inc. filed this Form 8-K on November 2, 2022, to report that Chief Financial Officer Steve Louden advised the company on October 31, 2022, that he plans to leave Roku after helping recruit and transition his role to a successor. The company expects the transition to take place sometime in 2023 and will commence an executive search to identify Mr. Louden's successor. The filing is limited to this executive departure notice under Item 5.02. It does not include any financial results, operating metrics, guidance, or other financial figures. The only exhibit listed is the Cover Page Interactive Data File (Exhibit 104), embedded within the Inline XBRL document. For investors, the key takeaway is a planned leadership change in the finance function. Because the departure is expected in 2023 and a search is underway, Louden remains in his role for the near term, and the filing gives no details on the successor's identity or timing.

Nov 2, 2022 8-K

Roku 8-K Report, Executive Changes (Sep 14, 2022)

Roku, Inc. filed this Current Report on Form 8-K on September 14, 2022 to report an amendment and restatement of its Amended and Restated Severance Benefit Plan. On September 13, 2022, the Compensation Committee of the Board of Directors amended and restated the plan, which provides severance benefits to officers at the level of Vice President and above. The restated plan makes administrative changes, definitional updates and clarifications, and revisions to severance benefits for both Non-Change in Control Terminations and Change in Control Terminations. It also adds specific reference to the company's ability to recoup payments under its Policy for Recoupment of Incentive Compensation, to the extent applicable to a participant, and includes other updates to conform to applicable laws, regulations and best practices. The filing is a governance and compensation disclosure rather than a financial results report, and it contains no financial figures. The full terms of the restated plan are in Exhibit 10.1, which the filing incorporates by reference, and the filing states that its summary is qualified in its entirety by that document.

Sep 14, 2022 8-K

Roku 8-K Report, Financial Results (Jul 28, 2022)

Roku, Inc. reported financial results for the quarter ended June 30, 2022 through a Shareholder Letter furnished as Exhibit 99.1 to this Form 8-K. Total net revenue grew 18% year over year to $764 million, and platform revenue increased 26% year over year to $673 million. However, total gross profit rose only 5% year over year to $355 million, and the company posted an operating loss of $110.5 million and a net loss of $112.3 million for the quarter. Management said advertisers significantly curtailed spending in the ad scatter market during the quarter, and that macroeconomic pressures and softer consumer discretionary spend will likely persist. Adjusted EBITDA was negative $12.1 million for the quarter, compared with $122.4 million a year earlier. Roku added 1.8 million incremental active accounts to reach 63.1 million, and streaming hours reached 20.7 billion, up 19% year over year. Operating expenses rose 73% year over year to $465.7 million, driven by research and development, sales and marketing, and general and administrative costs. Management said it took steps in Q2 to significantly slow operating expense and headcount growth. The company closed Upfront deals for the 2022-2023 TV season with all seven major agency holding companies and reported surpassing $1 billion in total commitments. For the third quarter of 2022, Roku guided to total net revenue of $700 million, total gross profit of roughly $325 million, and adjusted EBITDA of negative $75 million. Management withdrew its full-year revenue growth rate estimate, citing macroeconomic uncertainty and volatility. Cash and cash equivalents were $2.05 billion as of June 30, 2022, compared with $2.15 billion at December 31, 2021.

Jul 28, 2022 8-K

Roku 8-K Report, Shareholder Vote Results (Jun 10, 2022)

On June 9, 2022, Roku, Inc. held its annual meeting of stockholders by live webcast and reported the certified results of four proposals, each described in its definitive proxy statement filed April 26, 2022. Stockholders elected Class II director nominees Gina Luna and Ray Rothrock, with terms running to the 2025 annual meeting, and Class III director nominee Jeffrey Hastings, with a term running to the 2023 annual meeting. Stockholders also approved, on an advisory basis, Roku's executive compensation as described in the proxy statement, with 218,216,756 votes for and 12,861,091 against, or 94.4% in favor. They ratified Deloitte & Touche LLP as the independent registered accounting firm for the fiscal year ending December 31, 2022, with 255,422,013 votes for and 454,107 against, or 99.8% in favor. All director nominees received majority support. Luna received 92.2% in favor, Rothrock 90.1%, and Hastings 91.3%. Broker non-votes of 24,789,349 were reported for the director elections and the advisory compensation vote.

Jun 10, 2022 8-K

Roku 8-K Report, Financial Results (Apr 28, 2022)

Roku, Inc. reported first-quarter 2022 results on April 28, 2022, as set out in its Shareholder Letter (Exhibit 99.1), which is furnished rather than filed. Total net revenue grew 28% year-over-year to $734 million, and Platform revenue increased 39% year-over-year to $647 million. Player revenue fell 19% year-over-year to $86.8 million, and total gross profit rose 12% to $365 million. Active Accounts reached 61.3 million after 1.1 million incremental additions, and Streaming Hours reached 20.9 billion, an increase of 1.4 billion sequentially. ARPU grew 34% year-over-year to $42.91 on a trailing 12-month basis. Profitability weakened sharply. Research and development, sales and marketing, and general and administrative expenses together rose 55% year-over-year to $388.3 million, and the company posted a loss from operations of $23.5 million versus operating income of $75.8 million a year earlier. Net loss was $26.3 million, or $(0.19) per share, compared with net income of $76.3 million in the prior-year quarter. Adjusted EBITDA was $57.6 million, down from $125.9 million, and the adjusted EBITDA margin fell to 7.8%. Cash and cash equivalents rose to $2.24 billion at March 31, 2022. Management cited inflationary pressures, geopolitical conflict, and supply chain disruptions as near-term headwinds that will continue to pressure player gross margin and industry-wide TV unit sales, and could reduce or delay ad spend in certain verticals. For the second quarter of 2022, the company outlined total net revenue of about $805 million (approximately 25% year-over-year growth), total gross profit of roughly $395 million, and breakeven adjusted EBITDA, with a net loss of $(109) million. For full-year 2022, it continues to expect total net revenue growth of 35% year-over-year.

Apr 28, 2022 8-K

Roku 8-K Report, Financial Results (Feb 17, 2022)

Roku, Inc. furnished a Form 8-K on February 17, 2022 announcing financial results for the quarter and year ended December 31, 2021, with a Shareholder Letter attached as Exhibit 99.1. The letter reports 2021 total net revenue of $2.765 billion, up 55% year-over-year, with platform revenue up 80% to $2.285 billion and gross profit up 74% to $1.409 billion. Active Accounts reached 60.1 million, a net increase of 8.9 million from Q4 2020, and ARPU grew 43% to $41.03 on a trailing 12-month basis. Full-year income from operations was $235.1 million, compared with a loss of $20.3 million in 2020, and net income was $242.4 million. The fourth quarter was weaker. Q4 total net revenue was $865.3 million and income from operations fell to $21.4 million from $65.2 million a year earlier, with player gross loss of $45.9 million as player gross margin turned negative in Q3 and Q4. The company attributed the Q4 active account slowdown largely to global supply chain disruptions affecting U.S. TV unit sales and Roku TV OEM partners. Management expects player-related costs to remain elevated near term, but does not believe these conditions will be permanent. For 2022, management expects total net revenue growth of 35% for the full year. For Q1 2022, it outlined total net revenue of $720 million, total gross profit of roughly $360 million, a net loss of $30 million, and adjusted EBITDA of $55 million. Management also said it will continue to prioritize account acquisition and invest in strategic initiatives including The Roku Channel and its ad platform.

Feb 17, 2022 8-K

Roku 8-K Report, Executive Changes (Jan 7, 2022)

On January 7, 2022, Roku, Inc. (NASDAQ: ROKU) disclosed that Scott Rosenberg, Senior Vice President and General Manager of Platform Business, plans to step down sometime in the spring of 2022. Rosenberg joined Roku in 2012 as Vice President, Advertising, and Business Development, was named SVP and GM of the Platform Business in 2017, and oversaw both advertising and content and services. The company has commenced an executive search for his successor. According to the press release attached as Exhibit 99.1, Rosenberg will continue to lead his teams until his departure and is committed to ensuring a smooth transition and assisting with the recruitment process, which is underway. Founder and Chief Executive Officer Anthony Wood said he respects and fully supports Rosenberg's decision and looks forward to ensuring a smooth transition while maintaining focus on building the best TV streaming platform. For investors, the filing is a leadership transition rather than a financial disclosure. It contains no financial results or guidance. The key items to monitor are the identity and timing of Rosenberg's successor and whether the Platform Business, which covers advertising and content and services, maintains continuity during the handover.

Jan 7, 2022 8-K

Roku 8-K Report, Financial Results (Nov 3, 2021)

Roku, Inc. filed this Form 8-K on November 3, 2021 under Item 2.02 (Results of Operations and Financial Condition) to announce its results for the quarter ended September 30, 2021. The company's Shareholder Letter, attached as Exhibit 99.1 and furnished rather than filed, reports total net revenue of $680.0 million, up 51% year-over-year, with platform revenue of $582.5 million, up 82%, and total gross profit of $363.9 million, up 69%. Income from operations was $68.8 million and net income was $68.9 million, compared with $12.0 million of operating income and $12.9 million of net income a year earlier. Adjusted EBITDA was $130.1 million, with a 19.1% margin. The letter emphasizes platform monetization. ARPU reached $40.10 on a trailing 12-month basis, up 49% year-over-year, and active accounts grew to 56.4 million, a net addition of 1.3 million from Q2 2021 and up 23% year-over-year. Streaming hours rose 21% to 18.0 billion. Player revenue fell 26% to $97.4 million, and player gross margin was -15.0%, which management attributes to supply chain costs it chose to absorb to support account growth. Management said it views this margin erosion as temporary. For the fourth quarter of 2021, Roku guided to total net revenue of $885 million to $900 million, total gross profit of $380 million to $390 million, and adjusted EBITDA of $65 million to $75 million. Management warned that global supply chain disruptions will likely continue into 2022 and could affect holiday-season consumer confidence, product pricing and availability, and advertising spend. Cash and cash equivalents stood at $2.18 billion as of September 30, 2021.

Nov 3, 2021 8-K

Roku 8-K Report, Executive Changes (Oct 1, 2021)

On September 28, 2021, Roku, Inc.'s Compensation Committee approved an Executive Supplemental Stock Option Program under the company's 2017 Equity Incentive Plan. Under the program, executive officers may elect annually to reduce their base salary for a calendar year in exchange for monthly grants of fully vested non-statutory stock options. The program takes effect in calendar year 2022 and remains in effect until the Board of Directors or the Compensation Committee modifies or revokes it. Participation is elective and subject to tight constraints. Officers enroll through an Enrollment Form during the last open trading window of the preceding year and cannot change their election after the deadline. Withdrawal is allowed only during an open trading window, when the officer holds no material non-public information, and due to an unforeseeable emergency. An officer who withdraws cannot re-enroll until the next enrollment period. The number of options is set by a formula that divides the monthly salary reduction by a per-share value derived from the closing price on the grant date and a Stock Option Ratio. The Compensation Committee sets the ratio, which is intended to approximate a Black-Scholes value, and reviews it annually before enrollment. Each grant is made on the first trading day of the month, is fully vested, carries an exercise price equal to the Fair Market Value, and is exercisable for up to ten years. The filing identifies the enrollment form and the form of option grant package as Exhibits 10.1 and 10.2.

Oct 1, 2021 8-K