What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-13 compared with 2025-02-14 · 361 added, 236 removed, 796 unchanged (43% of the section changed)

4 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Stockholders’ Equity

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Significant Accounting Policies and Basis of Presentation

Business Combination

Goodwill and Intangible Assets

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Retirement Plans

Net Loss Per Share

Net Income (Loss) Per Share

Segment Information

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We have audited the accompanying consolidated balance sheets of Roku, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition - Variable Consideration Determination of Streaming Services Distribution – Refer to Note 2 to the financial statements

Revenue Recognition - Identification of Performance Obligations – Refer to Note 2 to the financial statements

Critical Audit Matter Description

As part of the Company’s revenue recognition for its arrangements with content partners, management is required to estimate variable consideration from revenue sharing related to streaming services distribution.

Variable consideration related to streaming services distribution (“content partner arrangements”) is included in the estimated transaction price based on the expected value for which a significant reversal of revenue is not expected to occur.

For streaming services distribution, the estimate of the variable consideration is based on management’s assessment of historical, current, and forecasted performance of the partner’s applications.

We identified the forecasts of variable consideration relating to streaming services distribution as a critical audit matter due to the significant judgment necessary to estimate variable consideration.

Such estimates required a high degree of auditor judgment and an increased extent of effort relative to evaluating the reasonableness of management’s estimates and assumptions related to the forecasts of variable consideration.

The Company generates Platform revenue from the sale of digital advertising (including direct and programmatic video advertising, ads integrated into their UI, and related services), as well as streaming services distribution (including subscription and transaction revenue shares, the sale of Premium Subscriptions, and the sale of branded app buttons on remote controls).

Certain Platform revenue contracts include various products or services or a combination of both, which are generally capable of being distinct and are accounted for as separate performance obligations.

Judgment may be required in determining the performance obligations in such contracts as it impacts the pattern of revenue recognition.

Given the significant judgment required by management in determining the performance obligations in certain Platform revenue contracts, our associated audit procedures required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s forecast used in the determination of future variable consideration included the following, among others:

• We tested the design and operating effectiveness of controls over management’s forecasting process related to streaming services distribution.

• We selected a sample of revenue arrangements with variable consideration and performed the following:

◦ Obtained contractual documents for each selection, including master agreements and other related documents.

◦ Analyzed the contractual documents to determine if all arrangement terms that may have an impact on revenue recognition were identified and properly considered in the evaluation of the accounting for the contract, including terms and conditions for revenue sharing.

◦ Performed inquiries with applicable individuals in the Company’s finance, operations, and sales departments regarding the estimates for variable consideration for streaming services distribution.

◦ Tested management’s accuracy of forecasting by comparing the historical forecasts of consideration to actual consideration received.

◦ Evaluated changes from prior period forecasts to current period forecasts, when applicable.

◦ Tested the mathematical accuracy of the compilation of the forecasts.

◦ We considered the existence of contradictory evidence based on reading of internal communication to management, Company press releases, industry reports, publicly available information related to partners’ content application as well as our observations and inquiries as to the changes within the business and considerations of macro-economic and industry factors.

Our audit procedures related to the management's determination of the performance obligations within certain Platform revenue contracts included the following, among others:

• We evaluated management’s significant accounting policies related to revenue recognition for compliance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers.

• We tested the effectiveness of internal controls over Platform revenue contracts, including the review of contract terms and the determination of performance obligations.

• Assessed management’s evaluation of the impact of performance obligations on the pattern of revenue recognition.

• We selected a sample of certain Platform revenue contracts, obtained and read the related contracts, and evaluated whether management properly determined the performance obligations and the pattern of revenue recognition.

/s/ DELOITTE & TOUCHE LLP

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Cash and cash equivalents $ 1,587,068 $ 2,160,236

Short-term investments 730,213 —

Accounts receivable, net of allowances of $ 80,448 and $ 72,657 as of December 31, 2025 and 2024, respectively

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Common stock, $ 0.0001 par value;

1,150,000 (Class A - 1,000,000 and Class B - 150,000 ) shares authorized

as of December 31, 2024 and 2023;

145,910 (Class A - 128,681 and Class B - 17,229 ) shares and

143,502 (Class A - 126,118 and Class B - 17,384 ) shares

issued and outstanding as of December 31, 2024 and 2023, respectively

1,150,000 (Class A - 1,000,000 and Class B - 150,000 ) shares authorized as of December 31, 2025 and 2024;

147,850 (Class A - 131,067 and Class B - 16,783 ) shares and 145,910 (Class A - 128,681 and Class B - 17,229 ) shares issued and outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital 4,145,485 3,921,432

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Total other income, net 99,522 98,209 92,947

Loss before income taxes ( 119,958 ) ( 699,430 ) ( 492,283 )

Income (loss) before income taxes 93,898 ( 119,958 ) ( 699,430 )

Income tax expense 5,537 9,428 10,131

Net loss $ ( 129,386 ) $ ( 709,561 ) $ ( 498,005 )

Net loss per share — basic and diluted $ ( 0.89 ) $ ( 5.01 ) $ ( 3.62 )

Weighted-average common shares outstanding — basic and diluted 144,630 141,572 137,668

Net income (loss) $ 88,361 $ ( 129,386 ) $ ( 709,561 )

Net income (loss) per share — basic $ 0.60 $ ( 0.89 ) $ ( 5.01 )

Net income (loss) per share — diluted $ 0.59 $ ( 0.89 ) $ ( 5.01 )

Weighted-average common shares outstanding — basic 147,154 144,630 141,572

Weighted-average common shares outstanding — diluted 150,912 144,630 141,572

See accompanying Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

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2025 2024 2023

Net loss $ ( 129,386 ) $ ( 709,561 ) $ ( 498,005 )

Other comprehensive gain (loss), net of tax:

Net income (loss) $ 88,361 $ ( 129,386 ) $ ( 709,561 )

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment 2,776 ( 1,896 ) 451

Other comprehensive gain (loss), net of tax ( 1,896 ) 451 ( 333 )

Comprehensive loss $ ( 131,282 ) $ ( 709,110 ) $ ( 498,338 )

Comprehensive income (loss) $ 91,137 $ ( 131,282 ) $ ( 709,110 )

See accompanying Notes to Consolidated Financial Statements

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Stock-based compensation expense — — 384,662 — — 384,662

Shares withheld for taxes related to net share settlement of equity awards ( 1,498 ) — ( 96,356 ) — — ( 96,356 )

Foreign currency translation adjustment — — — ( 1,896 ) — ( 1,896 )

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Shares withheld for taxes related to net share settlement of equity awards ( 1,900 ) — ( 164,850 ) — — ( 164,850 )

Repurchases and retirement of common stock ( 1,543 ) — — — ( 149,982 ) ( 149,982 )

Foreign currency translation adjustment — — — 2,776 — 2,776

Net loss — — — — ( 129,386 ) ( 129,386 )

Net income — — — — 88,361 88,361

Balance-December 31, 2025 147,850 $ 15 $ 4,145,485 $ 1,039 $ ( 1,488,594 ) $ 2,657,945

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Cash flows from operating activities:

Net loss $ ( 129,386 ) $ ( 709,561 ) $ ( 498,005 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income (loss) $ 88,361 $ ( 129,386 ) $ ( 709,561 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 68,904 62,714 70,447

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Amortization and write-off of content assets 223,230 229,340 207,852

Foreign currency remeasurement (gains) losses 6,447 1,457 ( 8,230 )

Foreign currency remeasurement losses 1,117 6,447 1,457

Change in fair value of strategic investment in convertible promissory notes ( 2,940 ) ( 1,409 ) ( 4,348 )

Change in fair value of contingent consideration 2,301 — —

Impairment of assets 2,870 29,118 269,402

Provision for doubtful accounts 790 1,674 2,081

Provision for credit losses 2,439 790 1,674

Other items, net 1,493 ( 2,845 ) ( 1,510 )

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Purchases of property and equipment ( 5,280 ) ( 5,061 ) ( 82,619 )

Purchase of strategic investments ( 20,000 ) ( 10,000 ) ( 40,000 )

Purchase of business, net of cash acquired ( 95,090 ) — —

Purchases of strategic investments ( 7,000 ) ( 20,000 ) ( 10,000 )

Purchases of short-term investments ( 725,000 ) — —

Repayments of convertible promissory notes 50,000 — —

Net cash used in investing activities ( 782,370 ) ( 25,061 ) ( 92,619 )

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Taxes paid related to net share settlement of equity awards ( 164,850 ) ( 96,356 ) —

Net cash provided by (used in) financing activities ( 89,203 ) ( 61,243 ) 8,357

Net increase (decrease) in cash, cash equivalents and restricted cash 103,781 101,994 ( 181,544 )

Repurchases of common stock ( 149,982 ) — —

Net cash used in financing activities ( 280,098 ) ( 89,203 ) ( 61,243 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 578,750 ) 103,781 101,994

Effect of exchange rate changes on cash, cash equivalents and restricted cash 5,179 ( 9,746 ) 2,654

1 unchanged sentence

Cash, cash equivalents and restricted cash — end of period $ 1,587,068 $ 2,160,639 $ 2,066,604

See accompanying Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

(in thousands)

Years Ended December 31,

2025 2024 2023

Cash, cash equivalents and restricted cash at end of period:

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Cash, cash equivalents and restricted cash — end of period $ 1,587,068 $ 2,160,639 $ 2,066,604

Years Ended December 31,

2024 2023 2022

Supplemental disclosures of cash flow information:

Cash paid for interest $ 1,055 $ 460 $ 915

Cash paid for income taxes $ 19,406 $ 6,632 $ 7,016

Income taxes paid (net of refunds) 1 :

Federal $ 1,831

State and local 5,726

Foreign 6,133

Total $ 13,690

Cash paid during the period for income taxes (prior to ASU 2023-09) $ 19,406 $ 6,632

Supplemental disclosures of non-cash investing and financing activities:

Non-cash contingent consideration for business combination $ 65,815 $ — $ —

Unpaid portion of property and equipment purchases $ 830 $ 122 $ 429

1 Individual jurisdictions equaling 5% or more of total income taxes paid (net of refunds) for the year ended December 31, 2025 include federal at $ 1.8 million, New Jersey at $ 1.8 million, India at $ 1.7 million, United Kingdom at $ 1.1 million, Taiwan at $ 0.8 million, and Illinois at $ 0.7 million.

See accompanying Notes to Consolidated Financial Statements

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On February 1, 2008, Roku LLC was converted into Roku, Inc., a Delaware corporation.

The Company operates in two reportable segments and generates platform revenue from the sale of digital advertising (including direct and programmatic video advertising, ads integrated into our UI, and related services) and streaming services distribution (including subscription and transaction revenue shares, the sale of Premium Subscriptions, and the sale of branded app buttons on remote controls).

The Company generates devices revenue from the sale of streaming players, Roku-branded TVs, smart home products and services, audio products, and related accessories.

The Company operates in two reportable segments and generates Platform revenue from the sale of digital advertising (including direct and programmatic video advertising, ads integrated into the Company’s user interface, and related services) and streaming services distribution (including subscription and transaction revenue shares, the sale of Premium Subscriptions, the sale of owned and operated subscription services, and the sale of branded app buttons on remote controls).

The Company generates Devices revenue from the sale of streaming players, Roku-made TVs, smart home products and services, audio products, and related accessories.

SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Basis of Presentation and Principles of Consolidation

The consolidated financial statements, which include the accounts of Roku, Inc.

and its wholly-owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States (“U.S.

The consolidated financial statements, which include the accounts of Roku and its wholly-owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States (“U.S.

All intercompany accounts and transactions have been eliminated in consolidation.

Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period presentation.

Certain prior period amounts reported in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period presentation.

Use of Estimates

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• revenue recognition:

determining the nature and timing of satisfaction of performance obligations, variable consideration, determining the stand-alone selling prices of performance obligations, gross versus net revenue recognition, and evaluation of customer versus vendor relationships;

• amortization and impairment of content assets;

determining the nature and timing of satisfaction of performance obligations, variable consideration, determining the stand-alone selling prices of performance obligations, and evaluation of customer versus vendor relationships;

• the impairment of long-lived assets;

• inventory reserves;

• valuation of consideration transferred, assets acquired, and liabilities assumed in connection with business combinations (see Note 4);

• valuation of strategic investments (see Note 9);

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Actual results may differ from the Company’s estimates and assumptions.

Comprehensive Loss

Comprehensive loss for the years ended December 31, 2024, 2023, and 2022 includes foreign currency translation adjustments.

Comprehensive Income (Loss)

Comprehensive income (loss) for the years ended December 31, 2025, 2024, and 2023 includes foreign currency translation adjustments.

Foreign Currency

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Foreign currency gains or losses from remeasurement are recorded as Other income, net in the consolidated statements of operations.

The Company recorded a foreign currency loss of $ 6.4 million, a loss of $ 1.5 million, and a gain of $ 8.2 million during the years ended December 31, 2024, 2023, and 2022, respectively.

The Company recorded foreign currency losses of $ 1.1 million, $ 6.4 million, and $ 1.5 million during the years ended December 31, 2025, 2024, and 2023, respectively.

The Company also has some foreign subsidiaries which use local currency as their functional currency.

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Cash and cash equivalents consist primarily of bank deposit accounts and investments in money market funds.

The Company’s restricted cash balance is included in Prepaid expenses and other current assets in the consolidated balance sheets and is used to secure outstanding letters of credit related to operating leases for office facilities.

The Company maintains its cash, cash equivalent, and restricted cash balances with financial institutions of high credit quality and continuously monitors the amount of exposure to any one institution and diversifies as necessary in order to minimize its concentration risk.

Such balances often exceed regulated insured limits.

The Company does not have a restricted cash balance as of December 31, 2025.

The Company’s restricted cash balance as of December 31, 2024 was included in Prepaid expenses and other current assets in the consolidated balance sheets and was used to secure outstanding letters of credit related to operating leases for office facilities.

Short-term Investments

Short-term investments consist of time deposits that are carried at cost plus accrued interest, which approximates fair value.

These investments are classified as held-to-maturity that are either short-term or long-term based on the remaining contractual maturity of the investment, and the Company’s intent is to hold these investments to maturity.

Interest is recorded as income when earned.

Accounts Receivable, Net

Accounts receivable are typically unsecured and are derived from revenue earned from customers.

They are stated at invoice value less estimated allowances for sales returns, sales incentives, doubtful accounts, and other miscellaneous allowances.

The Company performs ongoing credit evaluations of its customers to determine allowances for potential credit losses and doubtful accounts.

They are stated at invoice value less estimated allowances for sales returns, sales incentives, credit losses, and other miscellaneous allowances.

The Company performs ongoing credit evaluations of its customers to determine allowances for potential credit losses.

The Company considers historical experience, ongoing promotional activities, historical claim rates, and other factors to determine the allowances for sales returns and sales incentives.

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Ending balance $ 70,839 $ 63,367 $ 23,024

Allowance for Doubtful Accounts :

Allowance for doubtful accounts consisted of the following activities (in thousands):

Allowance for Credit Losses :

Allowance for credit losses consisted of the following activities (in thousands):

Years Ended December 31,

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Beginning balance $ 1,895 $ 2,213 $ 3,498

Provision for doubtful accounts 790 1,674 2,081

Provision for credit losses 2,439 790 1,674

Adjustments for write-off ( 1,261 ) ( 1,108 ) ( 2,959 )

Ending balance $ 3,073 $ 1,895 $ 2,213

Customers J and B accounted for 12 % and 10 % of the Company’s accounts receivable, net balance as of December 31, 2024 .

The Company did not have any customer that individually accounted for more than 10% of its accounts receivable, net balance as of December 31, 2023.

Concentrations of Credit Risk

The Company maintains its cash and cash equivalents and short-term investment balances with financial institutions of high credit quality and continuously monitors the amount of exposure to any one institution and diversifies as necessary in order to minimize its concentration risk.

Such balances often exceed regulated insured limits.

Customers J and B each accounted for 11 % of the Company’s accounts receivable, net balance as of December 31, 2025 .

Customers J and B accounted for 12 % and 10 %, respectively, of the Company’s accounts receivable, net balance as of December 31, 2024.

The Company’s inventories consist primarily of finished goods and are stated at the lower of cost or net realizable value with cost determined on a first-in, first-out basis.

Provisions are made if the cost of the inventories exceeds their net realizable value.

The Company evaluates inventory levels for excess and obsolete products, based on its assessment of future demand and market conditions.

The Company recognized inventory provisions charged to the Cost of revenue, Devices, of $ 56.5 million, $ 9.5 million, and $ 1.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025 and 2024, the ending inventory reserve was $ 29.3 million and $ 28.7 million, respectively.

In addition, the Company records a liability for expected losses on firm, noncancelable, and unconditional purchase commitments with contract manufacturers and suppliers.

The Company recorded losses on purchase commitments, recorded in Cost of revenue, devices, of $ 0.7 million, $ 34.3 million, and $ 19.7 million during the years ended December 31, 2025, 2024, and 2023, respectively.

The associated liabilities related to the anticipated losses on firm purchase commitments were immaterial as of December 31, 2025 and 2024.

Business Combinations

The Company determines whether a transaction meets the definition of a business combination before applying the acquisition method of accounting to that transaction.

The Company recognizes and measures tangible and intangible assets acquired and liabilities assumed based on their acquisition date fair values.

The excess of the fair value of purchase consideration over the fair values of identifiable assets and liabilities is recorded as goodwill.

The operating results of acquired businesses are included in the Company’s consolidated statements of operations from their acquisition date.

Acquisition-related expenses and certain acquisition restructuring and other related charges are recognized separately from the business combination and are expensed as incurred.

Contingent consideration classified as a liability is recognized at fair value as of the acquisition date with subsequent fair value adjustments recorded in the consolidated statements of operations.

While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, such estimates are inherently uncertain and subject to refinement.

As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to consideration transferred, and to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date.

The Company continues to collect information and reevaluates these estimates and assumptions throughout the measurement period, recording any adjustments to the Company’s preliminary estimates with a corresponding offset to goodwill as necessary.

Upon the conclusion of the measurement period or the final determination of the values of consideration transferred, and assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.

Intangible Assets

Intangible assets acquired through business combinations are recorded at their fair values as of the acquisition date.

Intangible assets are amortized using the straight-line method over their estimated useful lives.

Intangible assets are amortized over their estimated useful lives in proportion to the economic benefits received.

The Company evaluates the estimated remaining useful lives of its intangible assets annually and when events or changes in circumstances warrant a revision to the remaining periods of amortization.

Impairment Assessments

The Company evaluates goodwill and indefinite-lived intangible assets, for possible impairment at least annually during the fourth quarter of each fiscal year or more often, if and when circumstances indicate that goodwill or

indefinite-lived intangible assets may be impaired.

This includes but is not limited to significant adverse changes in the business climate, market conditions, or other events that indicate that it is more likely than not that the fair value of a reporting unit or indefinite lived-intangible asset is less than its carrying value.

In performing its annual assessment, the Company can opt to perform a qualitative assessment to test for impairment or it can directly perform a quantitative assessment.

Based on the Company’s qualitative assessment, if it is determined that the fair value of the reporting unit or indefinite-lived intangible assets is, more likely than not, less than its carrying amount, then the quantitative assessment is performed.

Any excess of the reporting unit’s carrying amount over its fair value is recorded as an impairment loss, limited to the total amount of goodwill allocated to the reporting unit.

Any excess of an indefinite-lived intangible asset’s carrying amount over its fair value is recorded as an impairment loss.

The Company reviews long-lived assets, including property and equipment, right-of-use assets, and intangible assets with finite lives for impairment when events or changes in business circumstances indicate that the carrying amount of the asset or asset group may not be recoverable.

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If the asset or asset group is not recoverable, an impairment loss is recognized based on the excess of the carrying amount over the fair value of the asset or asset group.

The Company did not recognize any impairment for goodwill in any of the periods reported.

The Company recorded an impairment charge related to abandoned technology assets of $ 7.5 million for the year ended December 31, 2022.

There were no impairments of intangible assets during the years ended December 31, 2024 and December 31, 2023.

See Note 17 for additional details.

The Company did not recognize any impairment for goodwill or intangible assets in any of the periods reported.

During the year ended December 31, 2025, the Company recognized an impairment charge of $ 2.9 million for operating lease right-of-use assets associated with the leased office facilities that are part of its restructuring efforts.

During the year ended December 31, 2024, the Company recognized an impairment charge of $ 22.6 million for operating lease right-of-use assets and an impairment charge of $ 7.0 million for property and equipment related to a decision to cease the use of certain office facilities and related property and equipment.

During the year ended December 31, 2023, the Company recognized an impairment charge of $ 131.6 million for operating lease right-of-use assets and an impairment charge of $ 72.3 million for property and equipment related to a decision to sub-lease and cease the use of certain office facilities and related property and equipment.

There were no impairments of property and equipment or operating lease right-of-use assets during the year ended December 31, 2022.

During the year ended December 31, 2023, the Company recognized an impairment charge of $ 131.6 million for operating lease right-of-use assets and an

impairment charge of $ 72.3 million for property and equipment related to a decision to sublease and cease the use of certain office facilities and related property and equipment.

See Note 18 for additional details.

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The Company did not recognize any impairment of content assets during the years ended December 31, 2025 and December 31, 2024.

During the year ended December 31, 2023, the Company recognized impairment charges of $ 65.5 million related to restructuring.

During the year ended December 31, 2023, the Company recognized impairment charges of $ 65.5 million related to restructuring activities.

See Note 18 for additional details.

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Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

The Company’s contracts include various product or services or a combination of both, which are generally capable of being distinct and are accounted for as separate performance obligations.

The Company’s contracts include various products or services or a combination of both, which are generally capable of being distinct and are accounted for as separate performance obligations.

The Company’s contracts often contain multiple distinct performance obligations.

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Devices segment:

The Company generates devices revenue from the sale of streaming players, Roku-branded TVs, smart home products and services, audio products, and related accessories.

The Company generates Devices revenue from the sale of streaming players, Roku-made TVs, smart home products and services, audio products, and related accessories.

The Company sells the majority of its devices in the U.S.

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Unspecified upgrades and updates are available to customers on a when-and-if available basis.

The Company records the allocated value of the

unspecified upgrades and updates as deferred revenue and recognizes it as devices revenue ratably on a time elapsed basis over the estimated economic life of the associated products.

The Company records the allocated value of the unspecified upgrades and updates as deferred revenue and recognizes it as Devices revenue ratably on a time elapsed basis over the estimated economic life of the associated products.

The Company’s Devices revenue includes allowances for sales returns and sales incentives in the estimated transaction price.

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The Company applies fair value accounting for all assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements.

The carrying amounts reported in the consolidated financial statements for cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to their short-term nature.

The Company elected to apply the fair value option on its investment in convertible promissory notes and it is measured at fair value on a recurring basis using Level 3 inputs.

The Company’s inventories consist primarily of finished goods and are stated at the lower of cost or net realizable value with cost determined on a first-in, first-out basis.

Provisions are made if the cost of the inventories exceeds their net realizable value.

The Company evaluates inventory levels for excess and obsolete products, based on its assessment of future demand and market conditions.

The Company recognized inventory provisions charged to the Cost of revenue, Devices, of $ 9.5 million and $ 1.7 million for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the ending inventory reserve was $ 28.7 million and $ 17.7 million, respectively.

In addition, the Company records a liability for expected losses on firm, noncancelable, and unconditional purchase commitments with contract manufacturers and suppliers.

The Company recorded losses on purchase commitments, recorded in Cost of revenue, Devices, of $ 34.3 million and $ 19.7 million during the years ended December 31, 2024 and 2023, respectively.

The associated liabilities related to the anticipated losses on firm purchase commitments were immaterial as of December 31, 2024 and 2023.

The carrying amounts reported in the consolidated financial statements for cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to their short-term nature.

The Company elected to apply the fair value option on its investment in convertible promissory notes and it was measured at fair value on a recurring basis using Level 3 inputs.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally ranging between 18 months and five years .

Leasehold improvements are amortized over the shorter of the lease term or their estimated useful lives, which range from one to 11 years.

Leasehold improvements are amortized over the shorter of the lease term or their estimated useful lives, which range from one to eleven years .

The Company capitalizes costs to develop its internal-use software.

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Deferred Revenue

The Company’s deferred revenue reflects fees received in advance that will be recognized as revenue over time or as services are rendered.

Deferred revenue balances consist of the amount of devices revenue allocated to unspecified upgrades and updates on a when-and-if available basis, and advance payments from advertisers and content partners, where performance obligations are not yet fulfilled.

The Company’s deferred revenue reflects fees billed or received in advance of revenue recognition from products or services.

Deferred revenue is recognized as revenue when transfer of control to customers has occurred.

Deferred revenue balances primarily consist of the amount of Devices revenue allocated to unspecified upgrades and updates on a when-and-if available basis, and advance billings to and payments from advertisers and content partners, where performance obligations are not yet fulfilled.

Deferred revenue expected to be realized within one year is classified as a current liability and the remaining is recorded as a non-current liability.

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Recently Adopted Accounting Pronouncements

On October 1, 2024, the Company adopted the guidance issued in Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures .

ASU 2023-07 requires companies to provide enhanced disclosures about significant segment expenses within its reportable segment disclosures on an annual and interim basis.

The guidance was applied retrospectively to all prior periods presented in financial statements and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The adoption did not have a material impact on the Company’s consolidated financial statements.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires incremental income tax disclosures that increase the transparency and usefulness of income tax disclosures.

The updated disclosures primarily require specific categories and greater disaggregation within the rate reconciliation, disaggregation of income taxes paid, and modifications of other income tax-related disclosures.

The Company adopted this guidance prospectively effective January 1, 2025.

The adoption impacted the presentation and disclosure of income taxes but did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses , which requires additional disclosures of specific expense categories in the notes to the financial statements on an annual and interim basis.

The guidance is effective for fiscal years beginning after

December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027 on a retrospective or prospective basis.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

The guidance is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years on a retrospective, modified, or prospective basis.

The Company is currently in the process of evaluating the effects of the new guidance.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures , that requires incremental disclosures within the income tax disclosures that increase the transparency and usefulness of income tax disclosures.

The guidance is effective for annual periods beginning after December 15, 2024.

Retrospective application is also permitted.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets.

The guidance is effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years on a prospective basis.

The Company is currently in the process of evaluating the effects of the new guidance.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses , which requires additional disclosures of specific expense categories in the notes to the financial statements on an annual and interim basis.

The guidance is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027 on a retrospective or prospective basis.

The Company is currently in the process of evaluating the effects of the new guidance.

The Company’s disaggregated revenue is represented by the two reportable segments discussed in Note 17.

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As of December 31,

2024 2023 2022

Accounts receivable, net $ 879,871 $ 812,510

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Total deferred revenue $ 149,760 $ 130,768

Accounts receivable are recorded at the amount invoiced, net of an allowance for sales returns, sales incentives, and doubtful accounts.

Payment terms can vary by customer and contract.

The timing of revenue recognition may differ from the timing of invoicing to customers.

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Deferred revenue reflects consideration invoiced prior to the completion of performance obligations and revenue recognition.

Deferred revenue increased by approximately $ 4.0 million and $ 10.8 million during the years ended December 31, 2024 and 2023 , respectively, due to an increase in subscription revenue related to Premium Subscriptions and smart home products, higher devices revenue, and due to the billings in excess of revenue recognized and timing of fulfillment of performance obligations related to platform revenue arrangements.

Deferred revenue increased by approximately $ 41.4 million during the year ended December 31, 2022 primarily due to billings in excess of revenue recognized and timing of fulfillment of performance obligations related to revenue arrangements.

Revenue recognized during the year ended December 31, 2024 from amounts included in the total deferred revenue as of December 31, 2023 was $ 102.2 million.

Revenue recognized during the year ended December 31, 2023 from amounts included in the total deferred revenue as of December 31, 2022 was $ 88.4 million.

Deferred revenue increased by $ 19.0 million and $ 4.0 million during the years ended December 31, 2025 and 2024 , respectively, primarily due to timing of fulfillment of performance obligations related to advertising arrangements, growth in Premium Subscriptions, and a business combination.

See Note 4 for additional details.

Revenue recognized during the year ended December 31, 2025 from amounts included in total deferred revenue as of December 31, 2024 was $ 87.2 million.

Revenue recognized during the year ended December 31, 2024 from amounts included in total deferred revenue as of December 31, 2023 was $ 102.2 million.

Revenue allocated to remaining performance obligations represents estimated contracted revenue that has not yet been recognized which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods.

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Estimated contracted revenue for these remaining performance obligations was $ 978.3 million as of December 31, 2025, of which the Company expects to recognize approximately 54 % over the next 12 months and the remainder thereafter.

The Company recognized $ 18.2 million and $ 45.5 million of revenue during the years ended December 31, 2024 and 2023, respectively, from performance obligations that were satisfied in previous periods due to the changes in the estimated transaction price of its revenue contracts .

Customer J and Customer I accounted for 10 % and 11 % of total net revenue for the years ended December 31, 2024 and 2023, respectively .

The Company did not have any customer that individually accounted for 10% or more of its total net revenue for the year ended December 31, 2022.

Revenue recognized from performance obligations that were satisfied in previous periods due to changes in the estimated transaction price of the Company’s revenue contracts was not significant during the year ended December 31, 2025.

The Company recognized $ 18.2 million of revenue during the year ended December 31, 2024 from performance obligations that were satisfied in previous periods due to changes in the estimated transaction price of the Company’s revenue contracts.

Customer J accounted for 11 % and 10 % of total net revenue for the years ended December 31, 2025 and 2024, respectively.

Customer I accounted for 11 % of total net revenue for the year ended December 31, 2023.

BUSINESS COMBINATION

On May 9, 2025 (the “Acquisition Date”), the Company acquired all of the outstanding shares of Frndly TV, Inc.

(“Frndly TV”), a subscription streaming service that offers live TV, on-demand video, and cloud-based DVR for an affordable price.

The total purchase consideration (the “Purchase Consideration”) was $ 169.8 million, consisting primarily of cash of $ 103.6 million and the fair value of contingent consideration of $ 65.8 million.

The acquisition supports the Company’s focus on growing Platform revenue and Roku-billed subscriptions.

The Company will pay contingent consideration of up to $ 75.0 million in cash upon the achievement of certain performance metrics and milestones over the two years following the Acquisition Date.

See Note 9 to the consolidated financial statements for details on the fair value of the contingent consideration.

The Company incurred $ 3.6 million in acquisition-related expenses and has recorded them in General and administrative expenses in the consolidated statements of operations.

The allocation of the Purchase Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values at the Acquisition Date and is as follows (in thousands):

Estimated Fair Value

Assets Acquired

Cash and cash equivalents $ 8,481

Accounts receivable 5,610

Prepaid expenses and other assets 432

Operating lease right-of-use asset 640

Intangible assets 46,000

Goodwill 147,887

Total assets acquired 209,050

Liabilities Assumed

Accounts payable 5,986

Accrued liabilities 9,918

Deferred revenue 16,956

Operating lease liability 358

Deferred tax liability 6,031

Total liabilities assumed 39,249

Total Purchase Consideration $ 169,801

The excess of the total Purchase Consideration over the tangible assets, intangible assets, and liabilities assumed is recorded as goodwill.

Goodwill is primarily attributable to expected synergies and economies of scale expected from combining the operations of Roku and Frndly TV.

The goodwill recorded is not deductible for tax purposes.

The valuation of the intangible assets acquired from Frndly TV along with their estimated useful lives at the Acquisition Date, is as follows (in thousands, except years):

Estimated Fair Value Estimated Weighted-Average Useful Lives

Customer relationships $ 32,000 7.3

Tradename 14,000 5.0

Estimated fair value of acquired intangible assets $ 46,000 6.6

The operations of Frndly TV are included in the Company’s operating results beginning on the Acquisition Date.

Historical and pro forma disclosures are not required given the size of Frndly TV relative to the Company.

GOODWILL AND INTANGIBLE ASSETS

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All goodwill relates to the Platform segment.

evaluated for impairment annually.

No impairment was recognized during the years ended December 31, 2024, 2023, and 2022.

The following table reflects the changes in the carrying value of goodwill (in thousands):

Carrying Value

Balance as of December 31, 2024 $ 161,519

Frndly TV acquisition (see Note 4) 147,887

Balance as of December 31, 2025 $ 309,406

Intangible Assets

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Total Intangible assets $ 111,943 $ ( 84,442 ) $ 27,501 6.7

The Company amortizes the fair value of intangible assets over their estimated useful lives in proportion to the economic benefits received.

Amortization expense related to intangible assets was approximately $ 23.3 million, $ 14.2 million, and $ 17.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The Company recorded the amortization of developed technology in Cost of revenue, platform for the year ended December 31, 2024.

The Company recorded the amortization of developed technology in Cost of revenue, platform and Research and development for the years ended December 31, 2023 and 2022.

The Company recorded amortization of customer relationships and tradename in Sales and marketing expenses, and recorded amortization of patents in General and administrative expenses in the consolidated statements of operations.

The Company recorded amortization of developed technology in Cost of revenue, platform for the years ended December 31, 2025 and 2024.

The Company recorded amortization of developed technology in Cost of revenue, platform and Research and development for the year ended December 31, 2023.

As of December 31, 2025, the estimated future amortization expense for intangible assets for the next five years and thereafter is as follows (in thousands):

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Allowance for sales incentives 70,839 63,367

Allowance for doubtful accounts 1,895 2,213

Allowance for credit losses 3,073 1,895

Other allowances 1,997 968

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Property and equipment, net $ 173,577 $ 213,690

Depreciation and amortization expense for property and equipment assets for the years ended December 31, 2024, 2023, and 2022 was approximately $ 48.5 million, $ 53.3 million, and $ 31.0 million, respectively.

During the years ended December 31, 2024 and 2023, the Company recognized impairment charges of $ 7.0 million and $ 72.3 million related to property and equipment associated with the leased office facilities that are part of its restructuring efforts.

Depreciation and amortization expense for property and equipment assets was approximately $ 45.6 million, $ 48.5 million, and $ 53.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.

There were no impairment charges related to property and equipment during the year ended December 31, 2025.

During the years ended December 31, 2024 and 2023, the Company recorded impairment charges of $ 7.0 million and $ 72.3 million, respectively, related to property and equipment associated with the leased office facilities that are part of its restructuring efforts.

See Note 18 for additional details.

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Operating lease liability, current 87,425 79,221

Accrued legal and licensing expenses 68,843 33,625

Content liability, current 42,158 69,710

Contingent consideration, current 28,110 —

Other accrued expenses 150,901 141,944

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Content liability, non-current $ 5,078 $ 18,453

Contingent consideration, non-current 40,006 —

Other long-term liabilities 28,172 22,485

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Total amortization costs $ 209,492 $ 206,375 $ 207,852

During the year ended December 31, 2024, the Company wrote-off $ 23.0 million of unamortized costs related to content assets that were removed from the content library on The Roku Channel.

There were no write-offs for the years ended December 31, 2023 and 2022.

During the years ended December 31, 2025 and 2024, the Company wrote off $ 13.7 million and $ 23.0 million, respectively, of unamortized costs related to produced content assets that were removed from the content library of The Roku Channel.

There were no write-offs for the year ended December 31, 2023.

During the year ended December 31, 2023, the Company recognized an impairment charge of $ 65.5 million related to removing select licensed and produced content from The Roku Channel as part of its restructuring efforts.

See Note 18 for additional details.

The Company did not recognize any impairment of content assets during the years ended December 31, 2024 and December 31, 2022.

The Company did not recognize any impairment of content assets during the years ended December 31, 2025 and 2024.

The following table reflects the expected amortization costs of released licensed and produced content assets, net for the next three years (in thousands):

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Investment in Convertible Promissory Notes

In June 2022, the Company agreed to provide financing of up to $ 60.0 million in the aggregate to a counterparty with whom the Company has a commercial relationship.

The advances are in the form of convertible promissory notes and are included in Other non-current assets on the consolidated balance sheets.

The convertible promissory notes accrue interest at 5 % per annum, and have maturity dates as reflected in the table below or are due upon a redemption event or in the event of a default.

The convertible promissory notes and their date of investment and maturity are as follows (in thousands):

As of December 31, 2024

Date of Investment Amount of Investment Date of Maturity

June 15, 2022 $ 40,000 June 15, 2025

March 23, 2023 $ 5,000 March 23, 2026

May 23, 2023 $ 5,000 May 23, 2026

The convertible promissory notes contain certain redemption features that meet the definition of embedded derivatives and require bifurcation.

In June 2022, the Company agreed to provide financing of up to $ 60.0 million in the aggregate in the form of an investment in the convertible promissory notes of a counterparty with whom the Company has a commercial relationship.

The convertible promissory notes accrue interest at 5 % per annum.

The Company’s investment consisted of four tranches:

(i) Tranche 1 and Tranche 2, maturing on June 15, 2025, with a principal amount of $ 35.0 million and $ 5.0 million, respectively;

(ii) Tranche 3, maturing on March 23, 2026, with a principal amount of $ 5.0 million;

and (iii) Tranche 4, maturing on May 23, 2026, with a principal amount of $ 5.0 million.

In June 2025, the Company amended the investment agreement, modifying the maturity schedule for Tranche 1.

As amended, Tranche 1 was repayable as follows:

$ 5.0 million on June 15, 2025, and three equal installments of $ 10.0 million each, repayable on December 31, 2025, March 23, 2026, and May 23, 2026, respectively.

The maturity terms for Tranches 2, 3, and 4 were not modified by the amendment.

In November 2025, the Company further amended the investment agreement to permit the counterparty to pay the remaining balance of Tranche 1, Tranche 3, and Tranche 4 in a single payment prior to December 31, 2025, and the counterparty fully repaid the convertible promissory notes on December 29, 2025.

During the year ended December 31, 2025, the Company received repayment in full from the counterparty totaling $ 50.0 million plus interest.

The convertible promissory notes contained certain redemption features that met the definition of embedded derivatives and required bifurcation.

The Company elected to apply the fair value option and account for the hybrid instrument containing the host contract and the embedded derivatives at fair value as a single instrument, with any subsequent changes in fair value included in Other income, net in the consolidated statements of operations.

See Note 8 for additional details on the fair value of the convertible promissory notes.

See Note 9 to the consolidated financial statements for additional details on the fair value of the convertible promissory notes.

Investment in Preferred Stock

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The Company elected to apply the measurement alternative for equity securities without readily determinable fair values as there are no quoted market prices for the preferred stock.

This investment is measured at cost and adjusted to fair value when there is an observable price change from orderly transactions of identical or similar investments, and assessed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable.

The investment is measured at cost and adjusted to fair value when there is an observable price change from orderly transactions of identical or similar investments, and assessed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable.

There were no adjustments recognized in the year ended December 31, 2025.

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FAIR VALUE DISCLOSURE

The Company’s financial assets measured at fair value on a recurring basis are as follows (in thousands):

The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (in thousands):

As of December 31, 2025

Fair Value Level 1 Level 3

Fair Value Level 1 Level 2 Level 3

Cash and cash equivalents:

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Money market funds 580,000 580,000 — —

Restricted cash, current 403 403 —

Other non-current assets:

Strategic investment - convertible promissory notes 55,225 — 55,225

Short-term investments:

Time deposits 730,213 — 730,213 —

Total assets measured and recorded at fair value $ 2,317,281 $ 1,587,068 $ 730,213 $ —

Accrued liabilities:

Contingent consideration $ 28,110 $ — $ — $ 28,110

Other long-term liabilities:

Contingent consideration 40,006 — — 40,006

Total liabilities measured and recorded at fair value $ 68,116 $ — $ — $ 68,116

As of December 31, 2024

Fair Value Level 1 Level 3

Fair Value Level 1 Level 2 Level 3

Cash and cash equivalents:

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Total assets measured and recorded at fair value $ 2,215,864 $ 2,160,639 $ — $ 55,225

The following table reflects the changes in the fair value of the Company’s Level 3 financial assets (in thousands):

The following table reflects the changes in the fair value of the Company’s convertible promissory notes measured using Level 3 inputs (in thousands):

Years Ended December 31,

Beginning balance $ 55,225 $ 53,816

Purchase of strategic investment - convertible promissory notes — 10,000

Change in estimated fair value of strategic investment - convertible promissory notes 1,409 4,348

Change in estimated fair value 2,940 1,409

Repayment of principal and interest ( 58,165 ) —

Ending balance $ — $ 55,225

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and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means.

The Company did not have any Level 2 instruments as of December 31, 2024 and 2023.

Financial assets measured using Level 2 inputs include time deposits as of December 31, 2025.

The Company did not have any Level 2 instruments as of December 31, 2024.

Level 3 —Unobservable inputs that are supported by little or no market activity, are significant to the fair value of the assets or liabilities and reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

As of December 31, 2024, the Company measured its strategic investment in convertible promissory notes using Level 3 inputs.

The Company measured its strategic investment in convertible promissory notes using Level 3 inputs.

The fair value of the strategic investment in convertible promissory notes on the date of purchase was determined to be equal to its principal amount.

The Company recorded an unrealized gain of $ 1.4 million and $ 4.3 million, and an unrealized loss of $ 0.5 million in Other income, net related to the change in the fair value of the strategic investment in convertible promissory notes for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company recorded $ 2.9 million, $ 1.4 million, and $ 4.3 million in Other income, net related to the change in the fair value of the strategic investment in convertible promissory notes for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company classified the strategic investment in convertible promissory notes as Level 3 due to the lack of relevant observable market data over fair value inputs.

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Significant assumptions include the discount rate, and the timing and probability weighting of the various redemption scenarios that impact the settlement of the strategic investment in convertible promissory notes.

The contingent consideration is related to the Company’s acquisition of Frndly TV in May 2025 (refer to Note 4).

As of the Acquisition Date, the Company measured its contingent consideration using Level 3 inputs.

The fair value of the contingent consideration on the Acquisition Date was determined to be $ 65.8 million.

The contingent consideration is subsequently remeasured to fair value at each reporting date until the contingency is resolved, with any changes in fair value included in General and administrative expenses in the consolidated statements of operations.

The Company recorded an expense of $ 2.3 million in General and administrative expenses related to the change in the fair value of the contingent consideration during the year ended December 31, 2025.

The Company classified the contingent consideration as Level 3 due to the lack of relevant observable market data over fair value inputs.

The fair value of the contingent consideration was estimated using a probability weighted discounted cash flow model.

Significant assumptions include the probability of achieving certain performance metrics and milestones and the discount rate.

The estimated fair value is based upon assumptions believed to be reasonable but which are uncertain and involve significant judgment by management.

Favorable or unfavorable changes in expectations of achieving the performance metrics and milestones would result in corresponding increases or decreases in the fair value measurement, while increases or decreases in discount rates would have inverse impacts on the fair value measurement.

Assets and liabilities that are measured at fair value on a non-recurring basis

Non-financial assets such as goodwill, intangible assets, property and equipment, operating lease right-of-use assets, and content assets are evaluated for impairment and adjusted to fair value using Level 3 inputs, only when impairment is recognized.

During the year ended December 31, 2024, the Company recorded impairment charges of $ 22.6 million related to operating lease right-of-use assets, and $ 7.0 million related to property and equipment related to the associated leases.

The Company measured the intangible assets acquired from the Frndly TV acquisition at fair value using Level 3 inputs.

The fair value of the customer relationships has been estimated using the multi-period-excess-earnings method.

The key valuation assumptions include the Company’s estimates of customer attrition rates, expected future revenue, profit margins, and discount rate.

The fair value of the tradename has been estimated using the relief-from-royalty method.

The key valuation assumptions include the Company’s estimates of expected future revenue, royalty rate, and discount rate.

During the year ended December 31, 2025, the Company recorded impairment charges of $ 2.9 million related to operating lease right-of-use assets associated with the leased office facilities that are part of its restructuring efforts.

During the year ended December 31, 2024, the Company recorded total impairment charges of $ 29.1 million that included $ 22.6 million of operating lease right-of-use assets impairment and $ 7.0 million of property and equipment impairment related to the Company’s restructuring efforts.

During the year ended December 31, 2023, the Company recorded total impairment charges of $ 269.4 million that included $ 131.6 million of operating lease right-of-use assets impairment, $ 72.3 million of property and equipment impairment, and $ 65.5 million of content assets impairment related to the Company’s restructuring efforts.

During the year ended December 31, 2022, the Company recognized an impairment charge of $ 7.5 million related to the abandonment of future development of certain technology assets.

See Note 18 for additional details.

The fair value of the impaired operating lease right-of-use assets and property and equipment were estimated using discounted cash flow models, or the income approach, based on market participant assumptions with Level 3 inputs.

The significant assumptions used in estimating fair value include the expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods, and discount rates that reflect the level of risk associated with the expected future cash flows.

The significant assumptions used in estimating fair value include the expected downtime prior to the

commencement of future subleases, projected sublease income over the remaining lease periods, and discount rates that reflect the level of risk associated with the expected future cash flows.

For the licensed and produced content that was removed from The Roku Channel, the net carrying amount of the content assets was written off.

For the abandoned technology assets, the net carrying amount of the technology assets was written off.

The Company has entered into operating leases primarily for office real estate.

The leases have remaining terms ranging from less than 1 year to 9 years and may include options to extend or terminate the lease.

The depreciable life of ROU assets is limited by the expected lease term.

The leases have remaining terms ranging from less than one year to eight years and may include options to extend or terminate the lease.

The depreciable life of operating lease right-of-use assets is limited by the expected lease term.

The components of lease expense are as follows (in thousands):

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Operating leases $ 7,714 $ 10,462 $ 40,866

Decrease in operating lease right-of-use assets due to impairment (See Note 17) $ 22,618 $ 131,646 $ —

Decrease in operating lease right-of-use assets due to impairment (See Note 18 for details) $ 2,870 $ 22,618 $ 131,646

Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate):

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See Note 18 for additional details.

(2) Non-cancelable sublease proceeds for the fiscal years ending December 31, 2025, 2026, 2027, 2028, and 2029 of $ 15.2 million, $ 18.6 million, $ 18.8 million, $ 18.8 million, and $ 12.0 million, respectively, are not included in the table above.

As of December 31, 2024, the Company had $ 0.7 million in commitments relating to operating leases that have not yet commenced.

On September 16, 2024, the Company entered into a Credit Agreement, by and among the Company, as borrower, certain of our subsidiaries, as guarantors, the lenders and issuing banks party thereto, and with Citibank N.A., as administrative agent (the “Credit Agreement”), which provides for (i) a five-year revolving credit facility in an aggregate principal amount of up to $ 300.0 million, and (ii) an uncommitted increase option of up to an additional $ 300.0 million exercisable upon the satisfaction of certain customary conditions.

(2) Non-cancelable sublease proceeds for the fiscal years ending December 31, 2026, 2027, 2028, and 2029 of $ 18.6 million, $ 18.8 million, $ 18.8 million, and $ 12.0 million, respectively, are not included in the table above.

As of December 31, 2025, the Company had approximately $ 1.0 million in commitments relating to operating leases that have not yet commenced.

On September 16, 2024, the Company entered into a Credit Agreement, by and among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, the lenders and issuing banks party thereto, and with Citibank N.A., as administrative agent (the “Credit Agreement”), which provides for (i) a five-year revolving credit facility in an aggregate principal amount of up to $ 300.0 million, and (ii) an uncommitted increase option of up to an additional $ 300.0 million exercisable upon the satisfaction of certain customary conditions.

The Credit Agreement provides for a $ 100.0 million sub-facility for the issuance of letters of credit, and certain existing letters of credit were deemed outstanding under this facility.

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Preferred Stock

The Company has 10 million shares of undesignated preferred stock authorized but not issued with rights and preferences determined by the Company’s Board of Directors at the time of issuance of such shares.

The Company has 10 million shares of undesignated preferred stock authorized but not issued with rights and preferences determined by the Company’s Board of Directors (the “Board”) at the time of issuance of such shares.

As of December 31, 2025 and 2024, there were no shares of preferred stock issued and outstanding.

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Holders of Class A common stock are entitled to one vote for each share of Class A common stock held on all matters submitted to a vote of stockholders and holders of Class B common stock are entitled to ten votes for each share of Class B common stock held on all matters submitted to a vote of stockholders.

Except with respect to voting, the rights of the

holders of Class A and Class B common stock are identical.

Except with respect to voting, the rights of the holders of Class A and Class B common stock are identical.

Shares of Class B common stock are voluntarily convertible into shares of Class A common stock at the option of the holder and are generally automatically converted into shares of the Company’s Class A common stock upon sale or transfer.

Shares issued in connection with exercises of stock options, vesting of restricted stock units, or shares purchased under the employee stock purchase plan are generally automatically converted into shares of the Company’s Class A common stock.

Shares issued in connection with exercises of stock options or vesting of restricted stock units are generally automatically converted into shares of the Company’s Class A common stock.

Stock Repurchase Program

In August 2025, the Company began repurchasing shares of the Company’s Class A common stock under a stock repurchase program approved by the Board pursuant to which the Company is authorized to repurchase up to $ 400 million of the Company’s Class A common stock through December 31, 2026.

The program does not obligate the Company to acquire any amount of Class A common stock, and the timing and total amount of share repurchases will depend on general market conditions, the trading price of the Company’s Class A common stock, corporate and regulatory requirements, the availability of funds, other investment opportunities, and other considerations.

Repurchases may be executed through open market transactions at prevailing market prices, including pursuant to trading plans that comply with the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or through other means.

The following table summarizes the share repurchase activity under the Company’s stock repurchase program during the year ended December 31, 2025 (in thousands, except share and per share data):

Total Number of Shares Purchased Average Price Per Share Amount

Third Quarter 567,582 $ 88.10 $ 50,000

Fourth Quarter 975,294 $ 102.51 $ 99,982

Total share repurchases 1,542,876 $ 97.21 $ 149,982

All repurchases were made using cash resources, and shares purchased were immediately retired.

As of December 31, 2025, $ 250 million remained available and authorized for repurchases under the stock repurchase program.

Common Stock Reserved for Issuance

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Common stock awards available for issuance under the 2017 Employee Stock Purchase Plan * 5,089

Common stock awards available for issuance under the 2017 Equity Incentive Plan 32,205

Common stock awards available for issuance under the 2017 Amended and Restated Equity Incentive Plan 39,032

Total reserved shares of common stock 55,550

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Equity Incentive Plans

The Company currently grants equity under the Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”).

The Company currently grants equity awards under the Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”).

The 2017 Plan became effective September 2017 in connection with the Company’s initial public offering (“IPO”).

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No additional equity grants have been made pursuant to the 2008 Plan subsequent to the IPO.

The equity granted under the 2017 Plan is subject to continuous service.

The equity awards granted under the 2017 Plan vest subject to continuous service.

Stock options granted under the 2017 Plan generally are granted at a price per share equivalent to the fair market value on the date of grant.

Recipients of option grants who possess more than 10 % of the combined voting power of the Company are subject to certain limitations, and incentive stock options granted to such recipients are at a price no less than 110 % of the fair market value at the date of grant.

Recipients of incentive stock option grants who possess more than 10 % of the combined voting power of the Company are subject to certain limitations, and incentive stock options granted to such recipients are at a price no less than 110 % of the fair market value at the date of grant.

Restricted Stock Units

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Value per Share

Balance, December 31, 2023 8,674 $ 97.33

Balance as of December 31, 2024 8,657 $ 74.80

Awarded 3,343 89.29

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Forfeited ( 1,209 ) 73.77

Balance, December 31, 2024 - Outstanding 8,657 $ 74.80

Balance as of December 31, 2025 6,329 $ 75.70

The aggregate grant date fair value of restricted stock units granted during the years ended December 31, 2025, 2024, and 2023 was $ 298.5 million, $ 265.3 million, and $ 325.0 million, respectively.

The fair value of restricted stock units that vested during the years ended December 31, 2025, 2024, and 2023 was $ 377.6 million, $ 376.8 million, and $ 314.0 million, respectively.

The unrecognized stock-based compensation expense related to restricted stock units awarded to employees as of December 31, 2024 was $ 520.0 million, which the Company expects to recognize over a weighted-average period of approximately 1.9 years.

The unrecognized stock-based compensation expense related to unvested restricted stock units awarded to employees as of December 31, 2025 was $ 414.4 million, which the Company expects to recognize over a weighted-average period of approximately 1.7 years.

Stock Options

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Weighted-Average Remaining Contractual Life (Years) Aggregate

Balance, December 31, 2023 5,310 $ 75.55 6.8

Balance as of December 31, 2024 5,759 $ 75.24 6.6

Granted 338 89.16

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Forfeited and expired ( 76 ) 71.82

Balance, December 31, 2024 - Outstanding 5,759 $ 75.24 6.6 $ 103,159

Balance, December 31, 2024 - Exercisable 4,012 $ 75.23 5.7 $ 79,662

Balance as of December 31, 2025 5,100 $ 82.85 6.0 $ 201,091

Options exercisable as of December 31, 2025 4,044 $ 87.02 5.4 $ 157,118

The weighted-average grant date fair value per share of options granted during the years ended December 31, 2025, 2024, and 2023 was $ 52.78 , $ 34.92 , and $ 42.43 , respectively.

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No stock-based compensation was capitalized for the years ended December 31, 2025, 2024, and 2023.

The following table presents total stock-based compensation expense for the years ended December 31, 2024, 2023, and 2022 (in thousands):

The following table presents the total stock-based compensation expense for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Years Ended December 31,

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Purchase Commitments

The Company has non-cancelable purchase commitments with various parties to purchase products and services such as licensed intellectual property and content, manufacturing supplier agreements, and data center capacity and other goods and services.

The following table presents details of the aggregate future non-cancelable purchase commitments as of December 31, 2024 (in thousands):

The Company has purchase commitments with various parties to purchase products and services such as licensed intellectual property and content, manufacturing supplier agreements, and data center capacity and other goods and services.

The following table presents details of the aggregate future purchase commitments as of December 31, 2025 (in thousands):

Years Ended December 31,

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It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each agreement.

To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the consolidated financial statements.

The components of loss before income taxes consisted of the following (in thousands):

date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the consolidated financial statements.

The components of income (loss) before income taxes consisted of the following (in thousands):

Years Ended December 31,

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Foreign 27,378 5,712 ( 316 )

Loss before income taxes $ ( 119,958 ) $ ( 699,430 ) $ ( 492,283 )

Income (loss) before income taxes $ 93,898 $ ( 119,958 ) $ ( 699,430 )

The income tax expense consisted of the following (in thousands):

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Total income tax expense $ 5,537 $ 9,428 $ 10,131

The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate:

Years Ended December 31,

The table below provides the requirements of ASU 2023-09 for 2025 on a prospective basis.

See Note 2 for additional details on the adoption of ASU 2023-09.

The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2025 (amounts in thousands, except percentages):

Year Ended December 31, 2025

federal income tax at statutory tax rate $ 19,719 21.0 %

State and local income taxes, net of federal income tax effect (1)

( 5,581 ) ( 5.9 )

Foreign tax effects

United Kingdom 1,481 1.6

Other foreign jurisdictions 2,571 2.7

Effect of cross-border tax laws

taxation of foreign disregarded entities ( 1,378 ) ( 1.5 )

Other ( 212 ) ( 0.2 )

Research and development tax credit ( 21,368 ) ( 22.8 )

Changes in valuation allowance ( 14,264 ) ( 15.2 )

Nontaxable or nondeductible items

Non-deductible compensation 19,145 20.4

Tax effects of stock-based compensation ( 8,801 ) ( 9.4 )

Other 2,510 2.7

Worldwide changes in unrecognized tax benefits 11,045 11.8

Other adjustments 662 0.7

Total income tax expense and effective tax rate $ 5,537 5.9 %

(1) The state and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include California, Connecticut, Georgia, New York, and New York City.

As disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the Company’s effective income tax rate differs from the statutory federal income tax rate as follows:

Years Ended December 31,

federal income tax at statutory rate 21.0 % 21.0 %

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Section 162(m) limitation ( 11.1 ) ( 2.1 )

State apportionment change — — 0.1

Provision to return true-up 0.2 0.1

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Effective tax rate ( 7.9 ) % ( 1.4 ) %

Significant components of the Company’s deferred income tax assets and liabilities consisted of the following (in thousands):

Significant components of the Company’s deferred income tax assets and liabilities consist of the following (in thousands):

As of December 31,

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Net deferred tax assets $ 18,448 $ 19,129

Beginning in 2022, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) eliminated the right to deduct research and development expenses for tax purposes in the period the expenses were incurred and instead requires all U.S.

and foreign research and development expenses to be amortized over five and fifteen tax years, respectively.

Due to this required capitalization of research and development expenses, the Company has recorded U.S.

In 2022, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) eliminated the right to deduct research and development expenses for tax purposes in the period the expenses were incurred and instead required all domestic and foreign research and development expenses to be amortized over five and fifteen tax years, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) allowed for the immediate expensing of domestic research and development expenses effective for tax years beginning in 2025 and the option to accelerate unamortized domestic research and development expenses previously capitalized.

As a result of these changes, the Company recognized domestic cash

savings and a decrease in its effective tax rate due to the research and development provisions, and recorded U.S.

current income tax expense of $ 1.0 million for the year ended December 31, 2025.

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized.

A valuation allowance must be established for deferred tax assets when it is more likely than not that they will not be realized.

As of December 31, 2025, the Company analyzed all available objective evidence, both positive and negative, and believes it is more-likely-than-not that some deferred tax assets will not be realizable.

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deferred tax assets.

Given the Company's current and anticipated future earnings, the Company believes that there is a reasonable possibility that the valuation allowance against these net deferred tax assets may be reversed within the next twelve to eighteen months.

The exact timing and amount of the valuation allowance release are subject to change based on the level of profitability that the Company actually achieves.

As of each reporting date, the Company considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets.

During the year ended December 31, 2024, the Company recognized a tax benefit of $ 11.1 million related to the release of its valuation allowance against certain foreign deferred tax assets, which are expected to be utilized based on future forecasted income.

During the year ended December 31, 2025, the Company recognized a tax benefit of $ 6.0 million related to the release of its valuation allowance against certain U.S.

deferred tax assets, which are expected to be utilized based on future reversals of taxable temporary differences related to the acquisition of Frndly TV.

The Company’s U.S.

federal and state valuation allowance increased by $ 61.3 million, $ 166.0 million, and $ 199.2 million during the years ended December 31, 2024, 2023, and 2022, respectively.

The change in the valuation allowance during the years ended December 31, 2024, 2023, and 2022 is primarily attributable to an increase in deferred tax assets generated through capitalization of section 174 research and development expenses for U.S.

federal and conforming state purposes.

The Company’s foreign valuation allowance decreased by $ 51.9 million and increased by $ 3.5 million and $ 2.2 million during the years ended December 31, 2024, 2023, and 2022, respectively.

The change in the valuation allowance during the year ended December 31, 2024 is primarily attributable to an increase in deferred tax assets as a result of the valuation allowance release in the Netherlands.

The change in the valuation allowance during the years ended December 31, 2023 and 2022 is primarily attributable to an increase in net operating losses.

federal and state valuation allowance decreased by $ 10.1 million during the year ended December 31, 2025, and increased by $ 61.3 million and $ 166.0 million during the years ended December 31, 2024 and 2023, respectively.

The change in the valuation allowance during the year ended December 31, 2025 is primarily attributable to a decrease in deferred tax assets through the immediate expensing of domestic research and development expenses and the valuation allowance release related to the Frndly TV acquisition for U.S.

federal and state tax purposes.

The change in the valuation allowance during the years ended December 31, 2024 and 2023 is primarily attributable to an increase in deferred tax assets generated through capitalization of domestic and foreign research and development expenses for U.S.

federal and conforming state tax purposes.

The Company does not have a foreign valuation allowance for the year ended December 31, 2025.

The Company’s foreign valuation allowance decreased by $ 51.9 million and increased by $ 3.5 million during the years ended December 31, 2024, and 2023, respectively.

The change in the foreign valuation allowance during the year ended December 31, 2024 is primarily attributable to an increase in deferred tax assets as a result of the valuation allowance release in the Netherlands.

The change in foreign valuation allowance during the year ended December 31, 2023 is primarily attributable to an increase in net operating losses.

The change in valuation allowance for all years is a charge or benefit to income tax expense.

For federal and state income tax reporting purposes, respective net operating loss carryforwards of $ 1,283.4 million and $ 1,380.4 million are available to reduce future taxable income.

For federal and state income tax reporting purposes, respective net operating loss carryforwards of $ 1.6 billion and $ 1.4 billion are available to reduce future taxable income.

The federal net operating loss carryforwards will begin to expire in 2037, and certain state net operating losses have expired in 2025.

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If not utilized, the federal and state carryforwards will begin to expire in 2030 and 2040, respectively.

The total amount of unrecognized tax benefits as of December 31, 2024 is $ 92.1 million of which $ 88.0 million is composed of research and development credits and $ 4.1 million is related to international activities.

A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows (in thousands):

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Gross increase for tax positions of current year 12,830 11,743

Gross decrease due to statute expiration — ( 54 )

Gross increase for tax positions of prior years 72 4,393

Gross decrease for tax positions of prior years ( 497 ) ( 12,634 )

Decrease relating to settlements with taxing authorities — ( 43 )

Unrecognized tax benefits balance at end of year $ 104,455 $ 92,050

As of December 31, 2025, $ 4.1 million of the Company's gross unrecognized tax benefits, if recognized, would affect the effective tax rate and $ 100.4 million would result in an adjustment to deferred tax assets with corresponding adjustments to the valuation allowance.

The Company does not expect its gross unrecognized tax benefits to change significantly within the next 12 months.

The Company recognizes interest and penalties related to unrecognized tax benefits as a component of its income tax expense.

The Company recorded $ 0.9 million and $ 1.0 million of accrued interest and penalties related to uncertain tax positions as of December 31, 2024 and December 31, 2023, respectively.

The Company recorded $ 1.1 million and $ 0.9 million of accrued interest and penalties related to uncertain tax positions as of December 31, 2025 and 2024, respectively.

The Company files income tax returns in the U.S.

federal jurisdiction, various state jurisdictions, and certain foreign jurisdictions.

All tax years remain subject to examination by federal and state authorities.

These audits include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and local tax laws.

The Company will continue to indefinitely reinvest earnings from its foreign subsidiaries, which are not significant.

While federal income tax expense has been recognized and distributions are generally exempt as a result of the Tax Act, the Company has not provided any additional deferred taxes with respect to items such as foreign withholding taxes and state income tax.

The Company is currently under examination by the IRS for the year ended December 31, 2023.

All other tax years remain subject to examination by federal and state authorities.

These audits include questioning the timing and

amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and local tax laws.

The Company will continue to indefinitely reinvest earnings from its foreign subsidiaries unless the earnings are not required to fund ongoing business needs, are not restricted by local laws, and can be repatriated in a tax efficient manner.

Substantially all of the unrepatriated earnings were subject to U.S.

tax or are exempt as a result of U.S.

tax reform and related foreign withholding taxes are minimal.

RETIREMENT PLANS

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The Company contributed $ 5.2 million, $ 4.1 million, and $ 3.2 million to these plans for the years ended December 31, 2025, 2024, and 2023, respectively.

NET LOSS PER SHARE

The Company’s basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period.

The Company uses the two-class method to calculate net loss per share.

NET INCOME (LOSS) PER SHARE

The Company’s basic net income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding for the period.

The Company uses the two-class method to calculate net income (loss) per share.

Except with respect to certain voting, conversion, and transfer rights and as otherwise expressly provided in the Company’s amended and restated certificate of incorporation or required by applicable law, shares of the Company’s Class A common stock and Class B common stock have the same rights and privileges and rank equally, share ratably, and are identical in all respects as to all matters.

Accordingly, basic and diluted net loss per share are the same for both classes.

For purposes of the calculation of diluted net loss per share, options to purchase common stock and restricted stock units are considered common stock equivalents.

Accordingly, basic and diluted net income (loss) per share are the same for both classes.

For purposes of the calculation of diluted net income (loss) per share, options to purchase common stock and restricted stock units are considered common stock equivalents.

Dilutive shares of common stock are determined by applying the treasury stock method.

The dilutive shares are excluded from the calculation of diluted net loss per share in the period of net loss, as their effect is antidilutive.

The following table presents the calculation of basic and diluted net loss per share as follows (in thousands, except per share data):

The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data):

Years Ended December 31,

2025 2024 2023

Net loss $ ( 129,386 ) $ ( 709,561 ) $ ( 498,005 )

Weighted-average common shares outstanding — basic and diluted 144,630 141,572 137,668

Net loss per share — basic and diluted $ ( 0.89 ) $ ( 5.01 ) $ ( 3.62 )

Common stock equivalents excluded from the calculation of diluted net loss per share because of their anti-dilutive effect were 14.4 million, 14.0 million and 14.4 million units of equity awards to purchase common stock granted under the Company’s equity plans for the years ended December 31, 2024, 2023, and 2022, respectively.

Net income (loss) $ 88,361 $ ( 129,386 ) $ ( 709,561 )

Weighted-average common shares outstanding — basic 147,154 144,630 141,572

Dilutive effect of common stock equivalents 3,758 0 0

Weighted-average common shares outstanding — diluted 150,912 144,630 141,572

Net income (loss) per share — basic $ 0.60 $ ( 0.89 ) $ ( 5.01 )

Net income (loss) per share — diluted $ 0.59 $ ( 0.89 ) $ ( 5.01 )

Common stock equivalents (comprised of stock options and restricted stock units) excluded from the calculation of diluted net income (loss) per share because of their anti-dilutive effect were 2.5 million, 14.4 million and 14.0 million shares for the years ended December 31, 2025, 2024, and 2023, respectively.

SEGMENT INFORMATION

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For both the Platform and Devices reportable segments, Cost of revenue is the significant segment expense that is regularly provided to the CODM.

The Company uses the management approach to determine the segment financial information that should be disaggregated and presented separately in the Company’s notes to its consolidated financial statements.

The Company uses the management approach to determine the segment financial information that should be disaggregated

and presented separately in the Company’s notes to its consolidated financial statements.

The management approach is based on the manner by which management has organized the segments within the Company for making operating decisions, allocating resources, and assessing performance.

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Descriptions of the Company’s two reportable segments are as follows:

Platform revenue is generated from the sale of digital advertising (including direct and programmatic video advertising, ads integrated into our UI, and related services), as well as streaming services distribution (including subscription and transaction revenue shares, the sale of Premium Subscriptions, and the sale of branded app buttons on remote controls).

Devices revenue is generated from the sale of streaming players, Roku-branded TVs, smart home products and services, audio products, and related accessories.

Platform revenue is generated from the sale of digital advertising (including direct and programmatic video advertising, ads integrated into the Company’s user interface, and related services), as well as streaming services distribution (including subscription and transaction revenue shares, the sale of Premium Subscriptions, the sale of owned and operated subscription services, and the sale of branded app buttons on remote controls).

Devices revenue is generated from the sale of streaming players, Roku-made TVs, smart home products and services, audio products, and related accessories.

Customers accounting for 10% or more of segment revenue, net, were as follows:

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* Less than 10%

Revenue by geography is determined based on the location where the Company’s products and services are delivered.

Revenue in international markets was less than 10% in each of the periods presented.

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RESTRUCTURING CHARGES

The Company began efforts to reduce its operating expense growth rate due to economic conditions in the fourth quarter of fiscal 2022.

The Company recorded employee termination expenses, and an impairment charge related to abandoned technology assets during the year ended December 31, 2022.

During the year ended December 31, 2023, the Company implemented additional measures including consolidating its office space utilization, performing a strategic review of its content portfolio, reducing outside services expenses, and slowing its year-over-year headcount expense growth rate through a workforce reduction and limiting new hires, among other measures.

As a result of these measures, the Company recorded restructuring charges associated with employee termination expenses consisting primarily of severance payments, employee benefits contributions, payroll taxes and related costs, impairment charges related to decisions to sub-lease and cease the use of certain office facilities and related property and equipment, and impairment charges related to removing select licensed and produced content from The Roku Channel during that period.

During the year ended December 31, 2024, the Company recorded restructuring charges associated with employee termination expenses consisting primarily of severance payments, employee benefits contributions, payroll taxes and related costs, and impairment charges related to decisions to sub-lease and cease the use of certain office facilities and related property and equipment.

Starting in the fourth quarter of fiscal 2022, the Company implemented measures to reduce its operating expense growth rate due to economic conditions, including consolidating its office space utilization, performing a strategic review

of its content portfolio, reducing outside services expenses, and slowing its year-over-year headcount expense growth rate through a workforce reduction and limiting new hires, among other measures.

Restructuring charges are recorded as follows (in thousands):

Year Ended December 31, 2025

Employee Terminations Facilities Exit Costs Asset Impairment Charges

Cost of revenue, platform $ ( 3 ) $ — $ — $ ( 3 )

Cost of revenue, devices 1 — 5 6

Facilities Exit Costs Asset Impairment Charges

Research and development $ 194 $ 2,133 $ 2,327

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Total restructuring charges $ 83,165 $ 3,527 $ 269,402 $ 356,094

The asset impairment charges for the year ended December 31, 2024 include $ 22.6 million of operating lease right-of-use assets impairment and $ 7.0 million of property and equipment impairment, offset by $ 0.5 million of adjustments to other long-term liabilities and assets.

The asset impairment charge for the year ended December 31, 2023 include $ 131.6 million of operating lease right-of-use assets impairment, $ 72.3 million of property and equipment impairment, and $ 65.5 million of content assets impairment .

The asset impairment charge for the year ended December 31, 2022 includes a $ 7.5 million impairment charge related to abandoned technology assets.

A reconciliation of the beginning and ending balance of employee termination restructuring charges and facility exit costs, which are included in Accrued liabilities in the consolidated balance sheets, is as follows (in thousands):

Year Ended December 31, 2024

Year Ended December 31, 2023

Employee Terminations Facilities Exit Costs Total Employee Terminations Facilities Exit Costs Total

The asset impairment charges for the year ended December 31, 2025 are primarily comprised of $ 2.9 million of operating lease right-of-use assets impairment.

The asset impairment charges for the year ended December 31, 2024 are primarily comprised of $ 22.6 million of operating lease right-of-use assets impairment and $ 7.0 million of property and equipment impairment, partially offset by $ 0.5 million of adjustments to other long-term liabilities and assets.

The asset impairment charges for the year ended December 31, 2023 are primarily comprised of $ 131.6 million of operating lease right-of-use assets impairment, $ 72.3 million of property and equipment impairment, and $ 65.5 million of content assets impairment.

A reconciliation of the beginning and ending balance of employee termination restructuring charges and facilities exit costs, which are included in Accrued liabilities in the consolidated balance sheets, is as follows (in thousands):

December 31, 2025 December 31, 2024

Facilities Exit Costs Total Employee Terminations Facilities Exit Costs Total

Beginning balance $ 1,381 $ 1,381 $ 12,661 $ 1,198 $ 13,859

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Payments made ( 349 ) ( 349 ) ( 13,608 ) ( 751 ) ( 14,359 )

( 13,608 ) ( 751 ) ( 14,359 ) ( 92,597 ) ( 2,329 ) ( 94,926 )

Ending balance $ 1,226 $ 1,226 $ — $ 1,381 $ 1,381

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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 8. Financial Statements and Supplementary Data