What changed in this filing

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Item 9A. Controls and Procedures

2024-02-16 compared with 2023-02-16 · 40 added, 43 removed, 181 unchanged (31% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended, or the Exchange Act) prior to the filing of this Annual Report.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated 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 Annual Report.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were, in design and operation, effective at the reasonable assurance level.

6 unchanged sentences

Based on our evaluation under the framework set forth in Internal Control — Integrated Framework (2013) , our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report which is included below.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report which is included herein.

Inherent Limitations on Effectiveness of Controls

10 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 16, 2024, expressed an unqualified opinion on those financial statements.

19 unchanged sentences

Other Information

Insider Trading Arrangements

During the three months ended December 31, 2023, each of the following officers (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Name Action Adoption/Termination Date Trading Arrangement Total Shares of Class A Common Stock to be Sold Expiration Date

Rule 10b5-1* Non-Rule 10b5-1**

Anthony Wood ***

( Chief Executive Officer, President, and Chairman )

Adoption November 15, 2023 X 300,000 September 9, 2024

Charles Collier

( President, Roku Media )

Termination November 17, 2023 X 117,359 June 17, 2024

Adoption November 21, 2023 X 626,636 November 21, 2024

( Senior Vice President, General Counsel and Secretary )

Adoption November 7, 2023 X 143,267 February 22, 2025

___________________

* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

3 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required under Item 403 of Regulation S-K by this item is incorporated by reference to the information contained in the section “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement.

Equity Compensation Plan Information

The following table summarizes information about our equity compensation plans as of December 31, 2022.

Plan Category Number of securities to be issued

upon exercise of outstanding

options and awards Weighted-average exercise price

of outstanding options (1)

Number of securities remaining available for

future issuances under equity compensation plans

(excluding securities in column (a))

(in thousands, except per share amount)

Equity compensation plans approved by security holders (2) 14,384 $ 72.79 29,043

Equity compensation plans not approved by security holders — — —

Total 14,384 $ 72.79 29,043

(1) Restricted stock units have been excluded for purposes of computing weighted-average exercise prices in column (b) as they do not have an exercise price.

(2) The number of securities remaining available for future issuance in column (c) includes 23,954 shares (in thousands) of Class A common stock available for issuance under our 2017 Equity Incentive Plan (the “2017 Plan”) and 5,089 shares (in thousands) of Class A common stock available for issuance under our 2017 Employee Stock Purchase Plan.

The number of shares authorized for issuance under the 2017 Plan is subject to an annual increase.

The information required by this item is incorporated by reference to the information contained in the sections “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence

2 unchanged sentences

The information required by this item is incorporated by reference to the information contained in the section “Ratification of Selection of Independent Registered Public Accounting Firm” in our Proxy Statement.

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Exhibits and Financial Statement Schedules

30 unchanged sentences

10.6 + Executive Supplemental Stock Option Program Enrollment Form

8-K 001-38211 10.1 10/1/2021

10.7 + Roku, Inc.

15 unchanged sentences

and Charles Collier, dated September 16, 2022

10.13 + Roku, Inc.

Amended and Restated Severance Benefit Plan

10-K 001-38211 10.18 2/16/2023

Offer Letter, by and between Roku, Inc.

and Dan Jedda, dated February 11 , 2023

10.1 7/28/2023

Employment Co ntract , by and between Roku DX UK Ltd and Gidon K atz, dated August 9, 2023

10.1 8/11/2023

Amended and Restated Severance Benefit Plan

001-38211 10.1 11/2/2023

Coleman Highline Office Lease by and between Roku, Inc.

10 unchanged sentences

10-Q 001-38211 10.1 8/9/2019

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Third Amendment to Coleman Highline Office Lease by and between Roku, Inc.

16 unchanged sentences

10-Q 001-38211 10.2 4/29/2022

10.24 Credit Agreement, dated as of February 19, 2019, by and among Roku, Inc., Morgan Stanley Senior Funding, Inc., as lender, issuing bank, administrative agent and collateral agent, and the other issuing banks and lenders party thereto from time to time

10-K 001-38211 10.32 3/1/2019

10.25 Incremental Assumption and Amendment No.

1 to Credit Agreement, dated as of May 3, 2019, by and among Roku, Inc., Morgan Stanley Senior Funding, Inc., as administrative agent and issuing bank, and the other issuing banks and lenders party thereto from time to time

10-Q 001-38211 10.4 8/9/2019

21.1 List of Significant Subsidiaries of Roku, Inc.

23.1 Consent of Independent Registered Public Accounting Firm

24.1 Power of Attorney (included in the signature page of th is Annual Report on F orm 10-K )

24.1 Power of Attorney (included in the signature page of this Annual Report on Form 10-K)

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy for Recoupment of Incentive Compensation

101.INS Inline XBRL Instance Document X

5 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* These exhibits are furnished with this Annual Report and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Roku, Inc.

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings.

* These exhibits are furnished with this Annual Report and are not deemed filed with the SEC and are not incorporated by reference in any filing of Roku, Inc.

under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings.

+ Indicates a management contract or compensatory plan or arrangement.

Form 10-K Summary

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 16 th day of February 2024.

/s/ Anthony Wood

President and Chief Executive Officer

President, Chief Executive Officer and Chairman

(Principal Executive Officer)

/s/ Steve Louden

/s/ Dan Jedda

Chief Financial Officer

4 unchanged sentences

(Principal Accounting Officer)

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anthony Wood and Steve Louden, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anthony Wood and Dan Jedda, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

2 unchanged sentences

Anthony Wood (Principal Executive Officer)

/s/ STEVE LOUDEN

/s/ DAN JEDDA

Chief Financial Officer February 16, 2024

Steve Louden (Principal Financial Officer)

(Principal Financial Officer)

/s/ MATTHEW BANKS Vice President, Corporate Controller and Chief Accounting Officer February 16, 2024

2 unchanged sentences

Director February 16, 2024

/s/ JEFFREY BLACKBURN

Director February 16, 2024

Jeffrey Blackburn

/s/ MAI FYFIELD

6 unchanged sentences

Laurie Simon Hodrick

/s/ NEIL HUNT

Director February 16, 2023

/s/ GINA LUNA

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures