Form 8-K

8-K — ROKU, INC

Accession: 0001628280-26-068877

Filed: 2026-11-02

Period: 2026-11-02

CIK: 0001428439

SIC: 4841 (CABLE & OTHER PAY TELEVISION SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — wk-20261102.htm (Primary)

EX-99.1 (a04fy2026q3exhibit991.htm)

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8-K

8-K (Primary)

Filename: wk-20261102.htm · Sequence: 1

wk-20261102

1173 Coleman AveSan JoseCalifornia0001428439FALSE00014284392026-11-022026-11-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2026

Roku, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware 001-38211 26-2087865

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1173 Coleman Ave

San Jose, California

95110

(Address of Principal Executive Offices) (Zip Code)

(408) 556-9040

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:

Trading Symbol(s): Name of Exchange on Which Registered:

Class A Common Stock, $0.0001 par value ROKU The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 2, 2026, Roku, Inc. (the “Company”) announced its financial results for the quarter ended September 30, 2026. The Company’s Shareholder Letter, which is attached hereto as Exhibit 99.1, is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be treated as filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly stated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1*

Shareholder Letter dated November 2, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

*This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Securities and Exchange Act of 1934.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Roku, Inc.

Dated: November 2, 2026

By: /s/ Dan Jedda

Dan Jedda

Chief Financial Officer and Chief Operating Officer

EX-99.1

Filename: a04fy2026q3exhibit991.htm · Sequence: 2

Document

Exhibit 99.1

Fellow Shareholders,

November 2, 2026

Building on an outstanding first half of the year, we delivered another strong quarter. In Q3, Platform revenue grew 23% year over year (YoY) to $1.3 billion, with both Advertising and Subscriptions growing 23%. Total gross profit was $649 million, up 24% YoY, and we generated net income of $183 million, Adjusted EBITDA of $249 million, and Free Cash Flow (TTM) of $796 million. We are building a diversified and durable business by focusing on monetization initiatives: deepening integrations with third-party advertising platforms, growing Roku-billed subscriptions, and enhancing the Roku Experience. With our open platform, we help our content partners attract and retain audiences, and we offer advertisers the ability to reach viewers at scale, all while providing viewers with an outstanding streaming experience.

Third Quarter 2026 Key Results

•Total net revenue was $1.5 billion, up 24% YoY

•Platform revenue was $1.3 billion, up 23% YoY

•Total gross profit was $649 million, up 24% YoY

•Streaming Hours were 39.9 billion, up 9% YoY

•The Roku Channel was the #2 app on our platform by engagement in the U.S. and also globally

Summary Financials ($ in millions) Q3 25 Q4 25 Q1 26 Q2 26 Q3 26 YoY %

Advertising $591.2 $714.7 $612.7 $672.8 $727.4 23 %

Subscriptions 473.4 509.3 518.5 548.2 580.9 23 %

*Platform revenue 1,064.6 1,224.0 1,131.2 1,221.0 1,308.3 23 %

Devices revenue 146.0 170.9 117.6 133.7 193.7 33 %

Total net revenue 1,210.6 1,394.9 1,248.9 1,354.7 1,502.0 24 %

Advertising 345.5 428.2 371.0 420.0 459.4 33 %

Subscriptions 202.3 218.4 213.1 226.7 237.7 18 %

Platform gross profit 547.8 646.7 584.1 646.8 697.1 27 %

Devices gross profit (loss) (22.9) (39.9) (19.1) 26.9 (48.6) (112) %

Total gross profit 524.9 606.8 564.9 673.7 648.5 24 %

Advertising gross margin % 58.4 % 59.9 % 60.5 % 62.4 % 63.2 % 4.7 pts

Subscriptions gross margin % 42.7 % 42.9 % 41.1 % 41.4 % 40.9 % (1.8) pts

Platform gross margin % 51.5 % 52.8 % 51.6 % 53.0 % 53.3 % 1.8 pts

Devices gross margin % (15.7) % (23.3) % (16.3) % 20.1 % (25.1) % (9.4) pts

Total gross margin % 43.4 % 43.5 % 45.2 % 49.7 % 43.2 % (0.2) pts

Research and development 182.2 184.6 189.5 179.7 186.9 3 %

Sales and marketing 242.1 255.3 221.2 223.2 190.9 (21) %

General and administrative 91.1 100.9 102.5 124.6 106.7 17 %

Total operating expenses 515.4 540.8 513.2 527.5 484.4 (6) %

Income from operations 9.5 66.0 51.8 146.2 164.1 1633 %

Net income 24.8 80.5 85.7 164.2 183.3 639 %

*Adjusted EBITDA A

116.9 169.4 148.4 254.3 248.8 113 %

Adjusted EBITDA margin % 9.7 % 12.1 % 11.9 % 18.8 % 16.6 % 6.9 pts

Cash flow from operations (TTM) 455.4 483.7 544.1 719.0 810.9 78 %

*Free cash flow (TTM) A

443.0 483.6 538.8 704.1 795.7 80 %

* Key Performance Metric (KPM)

A Refer to reconciliation at the end of this Letter.

Roku Q3 2026 Shareholder Letter

Platform

Platform revenue grew 23% YoY to $1.3 billion, with gross margin of 53.3%. Our results reflect a simple principle: We succeed when our partners succeed. We are home to the world's leading streaming services, we work with every major buyer of advertising, and we have built our business on interoperability with partners rather than exclusivity. In Q3, that openness drove growth in both Advertising and Subscriptions, and it helped our partners reach and engage audiences and monetize their content.

The Roku Experience (RX) includes our Home Screen, AI-powered recommendations, Roku City, and all our content discovery features (like our Sports Experience). In July, we completed the U.S. rollout of the new Roku Home Screen, designed to maximize content discovery and personalization for viewers while delivering benefits to our content partners and advertisers. We’re improving our ability to provide relevant recommendations, and one early result we are seeing is a reduction in Premium Subscription cancellations. We are now rolling out the new Home Screen to our international markets.

Our discovery features are designed to connect viewers with great content across streaming services on the Roku platform, not only those owned and operated by Roku. Our recent enhancements to Search; and Recommendations use AI/ML to write “Reasons to Watch” that explain why a title fits a viewer's tastes; prioritize SVODs the viewer is already subscribed to; and maintain the viewer’s recent search history across search screens and devices. We are also leveraging AI to improve how our Home Screen and Live TV destination determine shows and movies to feature for the viewer.

Search results showing reasons and ways to watch

The Roku Channel provides viewers with a broad variety of great entertainment, while giving content partners a way to monetize their libraries, and enabling advertisers to reach incremental audiences. We work with more than 250 content partners to continuously enhance the entertainment in The Roku Channel, recently adding popular titles like “CSI,” “The Good Wife,” and “Elementary” from Paramount; “How to Get Away with Murder,” “Reba,” and “Empire” from Disney; and “Minions,” “Erin Brockovich,” and a Law & Order FAST channel from NBCUniversal. In Q3, The Roku Channel was the #2 app on our platform both in the U.S. and globally.

Roku Q3 2026 Shareholder Letter

Advertising

Advertising revenue grew 23% YoY to $727 million, our ninth consecutive quarter of double-digit growth, with gross margin of 63.2%, up approximately 470 basis points YoY driven primarily by a mix shift toward higher margin ad products. Video advertising growth on our platform once again outpaced the U.S. OTT and digital markets1.

We are building a diversified and durable advertising business, and our approach is open by design. We have integrations with every major DSP and SSP so that advertisers can buy Roku inventory wherever they already plan and buy. Additionally, our goal is to build the most performant CTV ad platform in the industry, with a key focus on expanding our programmatic capabilities. In Q3, more than 80% of our in-stream video ad impressions were delivered programmatically. We continue to deepen our integrations with third-party demand-side platforms, and will expand several, including, Google’s DV360 in the coming months.

Our programmatic capabilities continue to drive strong results in political advertising. Similar to Q2, political advertising on the Roku platform in Q3 exceeded the comparable quarter from the 2024 U.S. presidential election cycle2. The Media & Entertainment (M&E) vertical also continued to strengthen, and Q3 was the highest YoY revenue growth in four years as media companies invested on the Roku platform to promote their content and services. We are also beta testing a new performance-based M&E ad unit on our Home Screen.

“Toy Story 5” Home Screen takeover

Subscriptions

Subscriptions revenue grew 23% YoY to $581 million, with gross margin of 40.9%, down roughly 180 basis points YoY, with the largest factor being a strategic mix shift toward Premium Subscriptions. We earn revenue when our partners grow and retain subscribers on our platform, so our incentives are aligned with theirs. We give them tools to attract and engage subscribers and handle sign-up and billing, whether they are a large global streamer or a specialty service.

1 SMI (Standard Media Index) data; OTT: over the top

2 Excludes OneView fees

Roku Q3 2026 Shareholder Letter

Our Sports Experience organizes content from many partners in one place, giving fans a single destination to find the games they want to watch and giving our content partners and advertisers a way to reach them. The World Cup was our first truly global sports experience, reaching viewers across seven international markets and driving more than one million subscription sign-ups across services including Peacock, Paramount+, FOX One, and ViX.

With the NFL season now in full swing, our NFL Zone highlights games and other NFL content for fans, while helping our partners reach new audiences and retain subscribers who have already signed up. We recently launched our Sports Experience in Canada, joining Mexico and Brazil as international markets with this key feature, and we now offer NFL Zones in all four of our sports discovery markets.

The NFL Zone in the Roku Sports Experience

We’re always seeking ways to enhance the viewer experience and give fans more ways to watch and enjoy their favorite sports. We recently launched full Cloud DVR capabilities (Lookback and Record) in FOX One in Premium Subscriptions, building on the Live Pause and Resume features we launched for Peacock, Apple TV, and FOX One in Q2. We expect to roll out additional live features in the coming months.

Roku Q3 2026 Shareholder Letter

Cloud DVR on FOX One, now including Lookback and Record

In September, we launched Premium Subscription bundles, giving viewers more than 35 combinations of services to choose from with savings of up to 30% compared to a la carte subscriptions. Just like individual Premium Subscriptions, Premium Subscription bundles use the viewer’s existing Roku account, allowing users to save money on multiple services and enjoy everything with one login.

Bundles on Premium Subscriptions

Roku Q3 2026 Shareholder Letter

The power and openness of our platform drives incremental growth to our partners. For example, approximately 95% of Premium Subscription sign-ups are from customers who had never subscribed to that service directly3. Furthermore, despite a sequential decline in the overall market in Q3, Roku grew its share of U.S. SVOD subscriptions4.

Devices

Devices revenue was $194 million, up 33% YoY, with gross margin of (25.1%), driven primarily by elevated memory costs. As a reminder, our Devices revenue is generated from the sale of our players and Roku-made TVs and does not include Roku TV models made and sold by our OEM licensing partners, which account for the largest portion of our overall unit volume. Roku-made TVs exceeded expectations in Q3 and approached 8% of total TV unit sales volume in the U.S., a position built in roughly three years5.

In September, we launched our first-ever OLED TVs: the new Roku Pro Series OLED TV and Roku Pro Series LX OLED TV. This new lineup pairs high-performance displays with accessible prices, delivering on our commitment to TV that is delightfully simple and better for everyone. Tom’s Guide rated the Roku Pro Series OLED 4/5 and awarded it the “Tom’s Guide Recommended” badge for price and setup, calling it “one of my favorite budget OLEDs that I’ve reviewed so far.” Both models are available exclusively on Amazon.

Our Roku TV operating system is open to leading TV brands, and its low memory requirements are a growing advantage for our partners. The Roku TV OS requires significantly less DRAM and Flash than competing platforms, which lowers our partners' costs as memory prices continue to rise and is especially meaningful on smaller screens. We continue to expand and diversify our OEM licensing relationships. TCL has expanded its Roku TV lineup at Target, and Hisense is moving its value assortment to Roku at Best Buy. We expect these partnerships to contribute to Roku TV model unit volume in Q4 2026. Accordingly, we continue to anticipate that distribution costs for Roku TV model sales, a significant component of Sales & Marketing (S&M) expense, will be weighted toward Q4 2026.

Conclusion

Our third quarter demonstrated that we succeed when our partners succeed, whether it is a streaming service gaining subscribers through Premium Subscriptions, a content company monetizing its library on The Roku Channel, an advertiser buying through a third-party DSP, or a TV brand choosing the Roku TV OS. The alignment of our interests with those of our partners is a foundation of our business and a core reason why more than 100 million households worldwide choose Roku.

We remain on track for the second half 2026 forecast we provided in the proxy statement, and our pending acquisition by FOX is an extraordinary opportunity to accelerate our vision, allowing us to scale faster and innovate more aggressively for viewers, partners, and advertisers.

Happy Streaming™!

Anthony Wood, Founder and CEO, and Dan Jedda, CFO and COO

Pending Acquisition by FOX

On June 15, 2026, Fox Corporation (Nasdaq: FOXA, FOX) and Roku announced that they have entered into a definitive agreement under which FOX will acquire Roku. In light of the pending transaction, we will not host an earnings call and will not provide a financial outlook.

3 Roku-commissioned study by Antenna

4 Source: Antenna Subscriber Estimates | US Only | Q3 2026, does not include indirect billing (Cable, Telco, etc.)

5 Source: Circana, LLC, Retail Tracking, US, Roku Custom Retailer Scan Data for Smart TVs, Unit Share, July – Sept 2026

Roku Q3 2026 Shareholder Letter

About Roku, Inc.

Roku pioneered streaming on TV. Today, it is the #1 TV streaming platform in the U.S., Canada, and Mexico by hours streamed (Hypothesis Group, Dec. 2025). Roku connects viewers to the content they love, enables content publishers to build and monetize large audiences through advertising and subscriptions, and provides advertisers with unique capabilities to reach and engage consumers. Roku streaming players and Roku-made TVs are available at major retailers, and licensed Roku TV™ models are sold by leading TV brands in more than 15 countries around the world. Roku also owns and operates The Roku Channel, the home of premium and free entertainment; Howdy, a low-cost subscription service; and Frndly TV™, a live TV streaming service. Roku is headquartered in San Jose, Calif., U.S.A.

ROKU, ROKU TV, the Roku logo, HIRO, HOWDY, FRNDLY TV, “HAPPY STREAMING” and other trade names, trademarks or service marks of Roku appearing in this shareholder letter are the property of Roku or its affiliates. Trade names, trademarks and service marks of other companies appearing in this shareholder letter are the property of their respective holders.

Investor Relations

Conrad Grodd

cgrodd@roku.com

Media

Kelli Raftery

kraftery@roku.com

Roku Q3 2026 Shareholder Letter

Use of Non-GAAP Measures

In addition to financial information prepared in accordance with generally accepted accounting principles in the United States (GAAP), this shareholder letter includes certain non-GAAP financial measures. These non-GAAP measures include Adjusted EBITDA and Free Cash Flow (FCF). In order for our investors to be better able to compare our current results with those of previous periods, we have included a reconciliation of GAAP to non-GAAP financial measures in the tables at the end of this letter. The Adjusted EBITDA reconciliation excludes total other income, net, stock-based compensation expense, depreciation and amortization, restructuring charges, merger-related costs, and income tax (benefit) expense from the net income (loss) of the period, and the FCF reconciliation excludes capital expenditures and effects of exchange rates from the cash flow from operations of the period, in each case where applicable. We believe these non-GAAP financial measures are useful as a supplement in evaluating our ongoing operational performance and enhancing an overall understanding of our past financial performance. However, these non-GAAP financial measures have limitations, and should not be considered in isolation or as a substitute for our GAAP financial information.

Forward-Looking Statements

This shareholder letter contains “forward-looking” statements within the meaning of the federal securities laws. Statements contained herein that are not historical facts are considered forward-looking statements and can be identified by terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “may,” “opportunity,” "plan,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Such forward-looking statements are based on our current beliefs, assumptions and information available to us and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results expressed or implied by the forward-looking statements. These statements include those related to the continued competitive advantage of the Roku Experience; our expectations regarding the roll out of our Home Screen to international markets and the expected benefits thereof; our ability to build the most performant CTV ad platform in the industry and expand our programmatic capabilities; our expectations regarding the expansion and launch of programmatic advertising integrations, including the launch of Google DV360; our expansion of advertising categories in the Roku Experience and the expected benefits thereof; growth of our scale; our expectations regarding increased Premium Subscriptions; the roll out of DVR features; our ability to grow Devices revenue; our expectations regarding the growth in Roku TV model unit volume and related distribution costs in Q4 2026; our expectations relating to partnerships with TV OEMs; our expectations regarding the pending transaction with FOX; and our overall business trajectory. Important risks and factors related to such statements are contained in the reports we have filed with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K. Except as required by law, we assume no obligation to update these forward-looking statements as the result of new information, future events or otherwise.

Roku Q3 2026 Shareholder Letter

ROKU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

Three Months Ended Nine Months Ended

September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025

Net revenue:

Platform:

Advertising $ 727,416 $ 591,243 $ 2,012,937 $ 1,613,119

Subscriptions 580,909 473,401 1,647,587 1,307,813

Total Platform 1,308,325 1,064,644 3,660,524 2,920,932

Devices 193,697 145,994 445,067 421,416

Total net revenue 1,502,022 1,210,638 4,105,591 3,342,348

Cost of revenue:

Platform:

Advertising 268,024 245,736 762,538 695,565

Subscriptions 343,180 271,133 970,028 715,605

Total Platform 611,204 516,869 1,732,566 1,411,170

Devices 242,294 168,870 485,869 463,576

Total cost of revenue 853,498 685,739 2,218,435 1,874,746

Gross profit (loss):

Platform:

Advertising 459,392 345,507 1,250,399 917,554

Subscriptions 237,729 202,268 677,559 592,208

Total Platform 697,121 547,775 1,927,958 1,509,762

Devices (48,597) (22,876) (40,802) (42,160)

Total gross profit 648,524 524,899 1,887,156 1,467,602

Operating expenses:

Research and development 186,865 182,235 556,037 544,831

Sales and marketing 190,878 242,077 635,322 709,026

General and administrative 106,693 91,121 333,762 285,342

Total operating expenses 484,436 515,433 1,525,121 1,539,199

Income (loss) from operations 164,088 9,466 362,035 (71,597)

Other income, net:

Interest expense (593) (455) (1,692) (1,348)

Other income, net 23,867 29,019 85,055 75,134

Total other income, net 23,274 28,564 83,363 73,786

Income before income taxes 187,362 38,030 445,398 2,189

Income tax expense (benefit) 4,023 13,218 12,143 (5,695)

Net income $ 183,339 $ 24,812 $ 433,255 $ 7,884

Net income per share — basic $ 1.23 $ 0.17 $ 2.93 $ 0.05

Net income per share — diluted $ 1.20 $ 0.16 $ 2.85 $ 0.05

Weighted-average common shares outstanding — basic 148,646 147,466 148,047 146,855

Weighted-average common shares outstanding — diluted 152,636 151,580 151,856 150,449

Roku Q3 2026 Shareholder Letter

ROKU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS, CONTINUED

(in thousands, except per share data)

(unaudited)

Three Months Ended Nine Months Ended

September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025

Stock-based compensation was allocated as follows:

Cost of revenue, platform $ 214 $ 247 $ 616 $ 972

Cost of revenue, devices — 75 — 183

Research and development 27,464 34,496 83,964 103,315

Sales and marketing 29,022 31,921 83,753 97,193

General and administrative 22,591 21,292 64,961 66,502

Total stock-based compensation $ 79,291 $ 88,031 $ 233,294 $ 268,165

Roku Q3 2026 Shareholder Letter

ROKU, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value data)

(unaudited)

As of

September 30, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 2,518,753 $ 1,587,068

Short-term investments 201,816 730,213

Accounts receivable, net of allowances of $61,976 and $80,448 as of September 30, 2026, and December 31, 2025, respectively

887,822 879,871

Inventories 169,776 114,642

Prepaid expenses and other current assets 173,374 89,716

Total current assets 3,951,541 3,401,510

Property and equipment, net 143,213 173,577

Operating lease right-of-use assets 222,564 260,341

Content assets, net 181,041 167,908

Intangible assets, net 38,932 50,207

Goodwill 309,406 309,406

Other non-current assets 77,375 70,534

Total Assets $ 4,924,072 $ 4,433,483

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable $ 349,178 $ 158,640

Accrued liabilities 993,574 957,983

Deferred revenue, current portion 118,758 120,912

Total current liabilities 1,461,510 1,237,535

Deferred revenue, non-current portion 26,018 28,848

Operating lease liability, non-current portion 317,968 435,899

Other long-term liabilities 83,274 73,256

Total Liabilities 1,888,770 1,775,538

Stockholders’ Equity:

Common stock, $0.0001 par value 15 15

Additional paid-in capital 4,254,388 4,145,485

Accumulated other comprehensive income (loss) (1,060) 1,039

Accumulated deficit (1,218,041) (1,488,594)

Total stockholders’ equity 3,035,302 2,657,945

Total Liabilities and Stockholders’ Equity $ 4,924,072 $ 4,433,483

Roku Q3 2026 Shareholder Letter

ROKU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Nine Months Ended

September 30, 2026 September 30, 2025

Cash flows from operating activities:

Net income $ 433,255 $ 7,884

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

Depreciation and amortization 46,237 51,514

Stock-based compensation expense 233,294 268,165

Amortization of right-of-use assets 36,974 36,231

Amortization and write-off of content assets 170,453 153,608

Foreign currency remeasurement losses 1,876 196

Change in fair value of strategic investment in convertible promissory notes — 324

Impairment (gain) on lease terminations (17,409) 2,870

Provision for credit losses 2,625 2,252

Other items, net (7,171) (558)

Changes in operating assets and liabilities:

Accounts receivable (11,195) 71,033

Inventories (55,134) 17,589

Prepaid expenses and other current assets (70,060) (1,041)

Content assets and liabilities, net (169,407) (123,461)

Other non-current assets (14,166) 6,859

Accounts payable 191,131 (120,826)

Accrued liabilities 37,077 75,615

Operating lease liabilities (101,905) (60,338)

Other long-term liabilities 1,725 (7,456)

Deferred revenue (4,984) (4,392)

Net cash provided by operating activities 703,216 376,068

Cash flows from investing activities:

Purchases of property and equipment (8,320) (4,189)

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

Sale (Purchase) of strategic investment 18,399 (7,000)

Purchases of short-term investments (425,000) (725,000)

Sales and maturities of short-term investments 950,000 —

Repayments of convertible promissory notes — 10,000

Net cash provided by (used in) investing activities 535,079 (821,279)

Cash flows from financing activities:

Proceeds from equity issued under incentive plans 43,219 18,320

Taxes paid related to net share settlement of equity awards (167,610) (115,071)

Repurchases of common stock (162,702) (50,000)

Payment of contingent consideration (15,210) —

Other (236) —

Net cash used in financing activities (302,539) (146,751)

Net increase (decrease) in cash and cash equivalents 935,756 (591,962)

Effect of exchange rate changes on cash and cash equivalents (4,071) 6,814

Cash and cash equivalents — beginning of period 1,587,068 2,160,639

Cash and cash equivalents — end of period $ 2,518,753 $ 1,575,491

Roku Q3 2026 Shareholder Letter

ROKU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

(in thousands)

(unaudited)

Nine Months Ended

September 30, 2026 September 30, 2025

Supplemental disclosures of cash flow information:

Cash paid for interest $ 1,224 $ 693

Cash paid for (refunded from) income taxes, net $ (33) $ 12,523

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 $ 435 $ 71

Roku Q3 2026 Shareholder Letter

NON-GAAP INFORMATION

(in thousands)

(unaudited)

Reconciliation of Net Income to Adjusted EBITDA:

Three Months Ended Nine Months Ended

September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025

Net income $ 183,339 $ 24,812 $ 433,255 $ 7,884

Total other income, net (23,274) (28,564) (83,363) (73,786)

Stock-based compensation 79,291 88,031 233,294 268,165

Depreciation and amortization 14,204 19,441 46,237 51,514

Restructuring charges (1)

(22,329) — (22,329) 3,064

Merger-related costs 13,575 — 32,294 —

Income tax expense (benefit) 4,023 13,218 12,143 (5,695)

Adjusted EBITDA $ 248,829 $ 116,938 $ 651,531 $ 251,146

(1) Restructuring charges for the three and nine months ended September 30, 2026 were related to a gain on lease termination of $(22.3) million for terminating a portion of a corporate lease that was previously impaired in prior year restructuring efforts.

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (TTM):

Q3 25 Q4 25 Q1 26 Q2 26 Q3 26

Net cash provided by operating activities $ 455,360 $ 483,718 $ 544,126 $ 719,037 $ 810,866

Less: Purchases of property and equipment (6,647) (5,280) (6,483) (9,131) (9,411)

Add/(Less): Effect of exchange rate changes on cash, cash equivalents and restricted cash (5,706) 5,179 1,126 (5,835) (5,706)

Free cash flow (TTM) $ 443,007 $ 483,617 $ 538,769 $ 704,071 $ 795,749

Roku Q3 2026 Shareholder Letter

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