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Roku, Inc.

To Be Held on June 11, 2026 at 9:00 a.m. Pacific Time

To Our Stockholders:

On behalf of our Board of Directors, we invite you to attend the 2026 Annual Meeting of Stockholders (the Annual Meeting) of Roku, Inc., a Delaware corporation (Roku). The Annual Meeting will be held virtually, by live webcast at www.virtualshareholdermeeting.com/ROKU2026 on Thursday, June 11, 2026 at 9:00 a.m. Pacific Time. As more fully described in the accompanying proxy statement, the Annual Meeting is being held:

Only stockholders of record of our Class A and Class B common stock at the close of business on April 13, 2026 (the Record Date) may vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.

On or about April 24, 2026, we expect to mail our stockholders a Notice of Internet Availability of Proxy Materials (the Notice) containing instructions on how to electronically access our proxy statement and annual report at www.proxyvote.com, vote by internet or by telephone, or receive a paper copy of our proxy materials by mail. You will be asked to enter the control number located on your Notice or proxy card.

For ten days prior to the Annual Meeting, a list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relevant to the Annual Meeting. Please email corporatesecretary@roku.com to make arrangements to examine the stockholder list.

By order of the Board of Directors,

Anthony Wood

Chief Executive Officer, President, and Chairman

San Jose, California

April 24, 2026

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote in advance by following the instructions in your proxy card or Notice. If you already voted by proxy, you can change your vote during the Annual Meeting. If your shares are held by a broker, bank, or other agent and you wish to vote during the Annual Meeting, you must follow the instructions provided by the broker, bank, or other agent.

This section explains how to participate in and vote at the Annual Meeting and summarizes certain information contained elsewhere in this proxy statement. This section does not contain all of the information that you should consider in deciding how to vote at the Annual Meeting, and you should read the entire proxy statement carefully before voting.

We have elected to provide access to our proxy materials over the internet. Accordingly, we have sent our stockholders the Notice because our Board of Directors (our Board) is soliciting our stockholders’ proxy to vote at the Annual Meeting, including at any adjournments or postponements thereof. All stockholders may access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access the proxy materials on the internet or request a printed copy may be found in the Notice. We expect to mail the Notice on or about April 24, 2026 to all stockholders of record entitled to vote at the Annual Meeting.

The Annual Meeting will be conducted virtually, via live webcast only. You will not be able to attend the Annual Meeting in person. We believe the virtual format allows us to communicate effectively and efficiently with all of our stockholders while enhancing attendance and participation regardless of where a stockholder resides. Any stockholder can virtually attend the Annual Meeting online at www.virtualshareholdermeeting.com/ROKU2026. Stockholders may vote and submit questions while attending the meeting online. Guests may also attend the Annual Meeting, but will not be able to vote or ask questions.

The Annual Meeting will begin at 9:00 a.m. Pacific Time. We encourage you to access the webcast before the start time. Online check-in will begin at 8:45 a.m. Pacific Time. To enter the meeting as a stockholder, you will need a control number. Your control number will be included in the Notice or on your proxy card if you are a “stockholder of record” (defined below) or included with your voting instructions received from your broker, bank, or other agent if you hold your shares of common stock in “street name” (defined below). The webcast will be recorded and available for replay for at least 30 days after the Annual Meeting on www.virtualshareholdermeeting.com/ROKU2026.

Stockholders may submit written questions before the Annual Meeting at www.proxyvote.com or during the Annual Meeting at www.virtualshareholdermeeting.com/ROKU2026. If you wish to submit a question during the Annual Meeting, log in to the virtual meeting website using your control number, type your question into the “Ask a Question” field and click “Submit.” Questions and answers may be grouped by topic and substantially similar questions may be grouped and answered once. We will endeavor to answer as many questions related to the business of the Annual Meeting that comply with our Annual Meeting Rules of Conduct as time permits. Our Annual Meeting Rules of Conduct will be available at www.virtualshareholdermeeting.com/ROKU2026.

Beginning at 8:45 a.m. Pacific Time on the date of the Annual Meeting, a support team will be available to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any technical difficulties, contact the support number posted on www.virtualshareholdermeeting.com/ROKU2026.

Only stockholders of record at the close of business on April 13, 2026 will be entitled to vote at the Annual Meeting. On the Record Date, there were 131,191,687 shares of Class A common stock and 16,502,064 shares of Class B common stock outstanding and entitled to vote (together referred to as our common stock).

A list of stockholders entitled to vote will be available for 10 days ending the day before the Annual Meeting at our headquarters, 1173 Coleman Avenue, San Jose, California 95110. To view the stockholder list, contact the office of our Corporate Secretary via email at corporatesecretary@roku.com.

If, on April 13, 2026, your shares of common stock were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a “stockholder of record.” A stockholder of record may vote online during the Annual Meeting or by proxy. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote by proxy to ensure your vote is counted.

If, on April 13, 2026, your shares of common stock were held not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares of common stock held in “street name” and the Notice will be forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent regarding how to vote the shares in your account. You are also invited to virtually attend the Annual Meeting, but you may vote your shares online during the Annual Meeting only by following the instructions from your broker, bank, or other agent.

There are three matters scheduled for a vote:

Our Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the proxy to vote on those matters in accordance with their best judgment.

For Proposal 1, you may vote “For” the nominees to our Board or you may “Withhold” your vote for any nominee you specify. For Proposals 2 and 3, you may vote “For” or “Against” or you may “Abstain” from voting on the matter.

If you are a stockholder of record, you may vote online before or during the Annual Meeting or before the Annual Meeting by proxy online, by telephone, or by mail using a proxy card that you may request. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote by proxy to ensure your vote is counted. Even if you submitted a proxy before the Annual Meeting, you may still attend the Annual Meeting online and vote during the meeting. In that case, your previously submitted proxy will be disregarded.

If we receive your vote online or by phone or your signed proxy card up until 11:59 p.m. Eastern Time on June 10, 2026, we will vote your shares as you direct. To vote online or by telephone, you will need your control number, which will be included in the Notice or on your proxy card. Internet proxy voting is provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions.

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions from that organization rather than from us. Follow the voting instructions in the Notice to ensure that your vote is counted. To vote online during the Annual Meeting, you must follow the instructions from your broker, bank, or other agent. You will need your control number to vote, which will be included with your voting instructions received from your broker, bank, or other agent.

Yes. Subject to the voting deadlines above, if you are a stockholder of record, you may revoke your proxy at any time before the close of voting using one of the following methods:

If your shares are held by your broker, bank, or other agent, you should follow the instructions provided by them.

If you are a stockholder of record and do not vote during the Annual Meeting, or before the Annual Meeting by internet, by telephone, or by mailing your proxy card, your shares will not be voted. If we receive your vote by internet or telephone or your signed proxy card by 11:59 p.m. Eastern Time on June 10, 2026, or if you vote during the allotted time during the Annual Meeting, we will vote your shares as you direct.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because the broker did not receive voting instructions from the beneficial owner and the broker lacked discretionary authority to vote the shares. Abstentions represent a stockholder’s affirmative choice to decline to vote on a proposal, and occur when shares present at the Annual Meeting are marked “abstain.” Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present.

A broker has discretionary authority to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares. Absent instructions from the beneficial owner of the shares, a broker is not entitled to vote the shares held for a beneficial owner on “non-routine” matters.

Proposals 1 and 2 are non-routine matters so your broker or other agent may not vote your shares on Proposals 1 or 2 without your instructions. Proposal 3 is a routine matter so your broker or other agent may vote your shares on Proposal 3 even in the absence of your instruction.

If you return a signed and dated proxy card or otherwise vote but do not make specific choices, your shares will be voted FOR the election of each Class III director nominee, FOR the advisory approval of our NEO compensation, and FOR the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026. If any other matter is properly presented at the Annual Meeting, a proxyholder (one of the individuals named on the proxy card) will vote your shares of common stock using their best judgment.

Each holder of Class A common stock will have the right to one vote per share of Class A common stock and each holder of Class B common stock will have the right to ten votes per share of Class B common stock. Our Class A and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors.

If you are unsure whether you hold shares of Class A or Class B common stock, you may contact our stock administrator at stockadmin@roku.com.

The vote required to approve each proposal is set forth below. Brokers or other agents who do not receive voting instructions from the beneficial owners of shares of Class A common stock will only have discretion to vote on Proposal 3.

We have engaged Broadridge Financial Solutions, Inc. (Broadridge) as our independent agent to tabulate stockholder votes. If you are a stockholder of record, and you choose to vote over the internet (either before or during the Annual Meeting) or by telephone, Broadridge will access and tabulate your vote electronically, and if you choose to sign and mail your proxy card, your executed proxy card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in street name, as applicable) returns one proxy card to Broadridge on behalf of all its clients.

We will pay for the cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid additional compensation for soliciting proxies. We may reimburse brokers, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.

Our bylaws provide that, for stockholder director nominations or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to our Corporate Secretary. This notice may be delivered to us via email at corporatesecretary@roku.com or via mail at Roku, Inc., Attention: Corporate Secretary, 1701 Junction Ct., Suite 100, San Jose, California 95112. To be timely for the 2027 annual meeting of stockholders, a stockholder’s notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices between February 11, 2027 and March 13, 2027, provided that if the date of that annual meeting of stockholders is earlier than May 12, 2027 or later than July 11, 2027, you must give the required notice not earlier than the 120th day before the annual meeting date and not later than the 90th day before the annual meeting date or, if later, the 10th day following the day on which public disclosure of that meeting date is first made. A stockholder’s notice to the Corporate Secretary must also set forth the information required by our bylaws.

To comply with the universal proxy rules, in addition to satisfying the requirements under our bylaws, stockholders who intend to solicit proxies in support of director nominees other than Roku’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the Exchange Act), no later than April 12, 2027. However, we note that the deadline provided for in Rule 14a-19 does not supersede any of the requirements or timing required by our bylaws. We encourage stockholders who wish to submit a proposal or nomination to seek independent counsel.

Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, and intended to be presented at the 2027 annual meeting of stockholders, must be received by us not later than December 25, 2026 in order to be considered for inclusion in our proxy materials for that meeting. Such proposals may be delivered to us via email at corporatesecretary@roku.com or via mail at Roku, Inc., Attention: Corporate Secretary, 1701 Junction Ct., Suite 100, San Jose, California 95112.

Please refer to our bylaws and Rule 14a-19 under the Exchange Act for additional information and requirements regarding stockholder proposals and director nominations. We will not consider any proposal or nomination that is not timely or otherwise does not meet our bylaws and the requirements of the U.S. Securities and Exchange Commission (SEC) for submitting a proposal or nomination, as applicable. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the aggregate voting power of the shares of our common stock issued, outstanding, and entitled to vote at the Annual Meeting are present at the meeting or represented by proxy. On the Record Date, there were 131,191,687 shares of Class A common stock and 16,502,064 shares of Class B common stock outstanding and entitled to vote. Our Class A common stock has one vote per share and our Class B common stock has ten votes per share. To have a quorum, the holders of shares representing an aggregate of 148,106,164 votes must be present or represented by proxy at the Annual Meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other agent) or if you vote during the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or the stockholders entitled to vote that are present at the Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date.

We expect that preliminary voting results will be announced during the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting.

If you receive more than one Notice, your shares may be registered in more than one name or they may be held in different brokerage or other accounts. Please follow the instructions on each Notice to ensure that all of your shares are voted.

SEC rules permit companies and intermediaries, such as brokers, to deliver a single Notice or set of proxy materials to stockholders sharing the same address. In accordance with these rules, we are sending only one Notice or full set of proxy materials to addresses with multiple stockholders unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,” reduces printing and postage costs and conserves natural resources. To receive a separate copy of the Notice or, if applicable, our proxy materials, contact Broadridge at 1-866-540-7095 or write to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. A separate copy will be delivered promptly in response to any request. If you would like to request householding, please contact Broadridge or your broker. Once you have elected householding, it will continue until you are notified otherwise or until you revoke your consent.

Roku is strongly committed to good corporate governance practices. These practices provide an important framework within which our Board and management can pursue our strategic objectives for the benefit of our stockholders. Our Board has adopted written charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee (the Governance Committee), as well as a Code of Conduct and Business Ethics that applies to all of our employees, contingent workers, officers, and directors. The committee charters and the Code of Conduct and Business Ethics, and any waivers or amendments to the Code of Conduct and Business Ethics, are available on our investor relations website (roku.com/investor) in the “Governance—Governance Overview” section.

Highlights of our corporate governance practices include:

Our Board currently consists of eight directors: Anthony Wood, Jeffrey Blackburn, Mai Fyfield, Jeffrey Hastings, Laurie Simon Hodrick, Neil Hunt, Gina Luna, and Ray Rothrock. Below is a snapshot of the current composition of our Board:

Below is biographical information, as of the date of this proxy statement, about each of our director nominees and our continuing directors, including the specific qualifications, experience, attributes, or skills that caused the Governance Committee and our Board to determine that he or she should serve as one of our directors.

Our Class A common stock is listed on The Nasdaq Global Select Market (Nasdaq). Under the Nasdaq listing standards, independent directors must comprise a majority of our Board. The Nasdaq listing standards also require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Audit and compensation committee members also must satisfy certain additional independence criteria set forth in the Nasdaq listing standards and the Exchange Act.

Our Board annually reviews its composition, the composition of its committees, and the independence of its directors and director nominees. As a result of this review and based on information requested from and provided by each director and nominee concerning his or her background, employment, and affiliations, including family relationships, our Board has determined that Mr. Blackburn, Ms. Fyfield, Mr. Hastings, Dr. Hodrick, Dr. Hunt, Ms. Luna, and Mr. Rothrock do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is independent under the applicable SEC rules and the Nasdaq listing standards. Our Board also determined that Ravi Ahuja, whose term of service on our Board ended on June 11, 2025, was independent during the time he served on the Board. In particular, for Mr. Ahuja, our Board considered Mr. Ahuja’s employment as the President and CEO of Sony Pictures Entertainment Inc., an affiliate of Sony Group Corporation, a multinational technology and media company. For Dr. Hunt, our Board considered that Dr. Hunt previously served as a consultant to, and currently serves as a director of, Sony Group Corporation. Affiliates of Sony Group Corporation engage in ordinary course licensing and advertising transactions with Roku. For Mr. Blackburn, our Board considered that Mr. Blackburn is the CEO of Tennis Channel, which licenses free, ad-support streaming television (FAST) content for The Roku Channel and Roku distributes Tennis Channel on its platform. Our Board concluded that such transactions, relationships, and arrangements involving each of Mr. Ahuja, Mr. Blackburn, and Dr. Hunt did not impair the independence of such directors.

Our Board determined that Mr. Wood is not independent given his position as our CEO. Accordingly, a majority of our directors are independent, as required under applicable Nasdaq listing standards.

Mr. Wood serves as the Chairman of our Board. Although we have not appointed a lead independent director, our Board believes that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management while allowing the Board and management to benefit from the extensive executive leadership and operational experience of Mr. Wood. Independent directors and management sometimes have different perspectives and roles in strategy development. Our independent directors bring experience, oversight, and expertise from outside of our company, while Mr. Wood brings company-specific experience and expertise.

To encourage and enhance communication among independent directors, and as required under the Nasdaq listing standards, our independent directors meet in executive session regularly (no less than twice per year) without non-independent directors present.

Our Board is responsible for the oversight of company management and the strategy of our company and for establishing corporate policies. Our Board and its committees meet throughout the year on a regular schedule, and also hold special meetings and act by written consent from time to time. In 2025, our Board met five times and

acted by unanimous written consent twice. Each director attended 75% or more of the aggregate of the meetings of our Board and of the committees on which he or she served in 2025. We encourage our directors and director nominees to attend our annual meeting of stockholders. All of our directors attended the 2025 annual meeting of stockholders.

Our Board has established an Audit Committee, a Compensation Committee, and a Governance Committee. Each of the standing committees operates pursuant to a written charter, available on our investor relations website (roku.com/investor) in the “Governance—Governance Overview” section. The table below provides the current membership (M) and chair (C) information for each standing committee. Members serve on these committees until their resignation or until otherwise determined by our Board.

Our Board has determined that each member of the Audit Committee is independent under the heightened Nasdaq listing standards for audit committee members and Rule 10A-3 under the Exchange Act. Our Board has also determined that each of Dr. Hodrick and Ms. Luna is an “audit committee financial expert” as defined by the SEC. In addition, our Board has determined that each member of the Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, our Board examined each Audit Committee member’s scope of experience, employment history, and education. In 2025, the Audit Committee met eight times.

The primary purpose of the Audit Committee is to discharge the responsibilities of our Board with respect to our accounting, financial, and other reporting and internal control practices and to oversee our independent registered public accounting firm. Audit Committee responsibilities include:

Our Board has determined that each member of the Compensation Committee is independent under the heightened Nasdaq listing standards for compensation committee members, and each is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act. In 2025, the Compensation Committee met four times and acted by unanimous written consent four times.

The primary purpose of the Compensation Committee is to discharge the responsibilities of our Board to oversee our compensation policies, plans, and programs and to review and determine the compensation to be paid to our executive officers, non-employee directors, and other senior management, as appropriate. Compensation Committee responsibilities include:

Our Board has determined that each member of the Governance Committee is independent under the Nasdaq listing standards. In 2025, the Governance Committee met three times. Governance Committee responsibilities include:

In 2025, the Compensation Committee was composed of Mr. Blackburn, Dr. Hunt, and Mr. Rothrock, none of whom is or has ever been one of our officers or employees. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our Board or Compensation Committee. No member of our Board is an executive officer of a company in which one of our executive officers serves as a member of the board of directors or compensation committee of that company.

Our Board and its committees conduct regular self-evaluations to determine whether they are functioning effectively and whether any changes are necessary to improve their performance. The Governance Committee is responsible for establishing the evaluation criteria and implementing the process for the evaluation. The results are reported and discussed at meetings of the Governance Committee and the Board. As appropriate, the self-evaluations result in updates or changes to our corporate governance practices.

Candidates for nomination to our Board are selected by our Board based on the Governance Committee’s recommendation in accordance with the committee’s charter, our policies, our certificate of incorporation, and our bylaws. In recommending candidates for nomination, the Governance Committee considers candidates recommended by directors, officers, employees, and stockholders, using the same criteria to evaluate all such candidates. A stockholder or employee who wishes to suggest a candidate for the committee’s consideration should send the candidate’s name and qualifications to the office of our Corporate Secretary via email at corporatesecretary@roku.com or via mail at Roku, Inc., Attention: Corporate Secretary, 1701 Junction Ct., Suite 100, San Jose, California 95112. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate. The Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Information regarding the process for stockholders who wish to submit director nominations to be presented at our 2027 annual meeting of stockholders is set forth above under “Voting and Meeting Information—When are stockholder proposals due for next year’s annual meeting?”

With the goal of developing an experienced and highly qualified Board with a broad range of perspectives, the Governance Committee is responsible for recommending to our Board the desired qualifications, expertise, and characteristics of director nominees. The Governance Committee seeks nominees who exhibit integrity, collegiality, sound business judgment, and other qualities deemed critical to effective functioning of our Board, including experience or expertise in the following areas:

The Governance Committee may consider a variety of factors, such as professional experience, education, international experience, skills, and other individual qualifications and attributes. The factors to be considered include whether the directors, both individually and collectively, can and do provide the integrity, experience, judgment, commitment (including having sufficient time to devote to the Board and a sufficient level of participation), skills and expertise appropriate for Roku.

Stockholders or interested parties who wish to communicate with our Board or with an individual director may do so by email or mail, care of the office of our Corporate Secretary at corporatesecretary@roku.com or at Roku, Inc., Attention: Corporate Secretary, 1701 Junction Ct., Suite 100, San Jose, California 95112. The communication should indicate that it contains a stockholder or interested party communication. All such communication will be reviewed by the Corporate Secretary, in consultation with appropriate directors as necessary, and, if appropriate, will be forwarded to the director or directors to whom the communications are addressed or, if none are specified, to the Chairman of our Board.

Our Board has adopted a Code of Conduct and Business Ethics that applies to all of our employees, contingent workers, officers, and directors, including our CEO, Chief Financial Officer (CFO), and other executive and senior financial officers. Our Code of Conduct and Business Ethics is posted on our investor relations website (roku.com/investor) in the “Governance—Governance Overview” section. We will post amendments to our Code of Conduct and Business Ethics or any waivers of our Code of Conduct and Business Ethics for directors and executive officers on the same website.

We compensate our non-employee directors for their Board service with a combination of cash and equity awards, the amounts of which are commensurate with their roles and involvement. In setting director compensation, we consider the amount of time our directors expend in fulfilling their duties, the skill level required of members of our Board, and peer company practices. Mr. Wood, our CEO, does not receive additional compensation for his service as a director.

The Compensation Committee, which is composed solely of independent directors, has the primary responsibility for evaluating changes to our non-employee director compensation program and recommends changes, if any, to the full Board for its consideration and approval. The Compensation Committee periodically reviews and assesses the level, type, and form of compensation paid to our non-employee directors with the assistance of Compensia, Inc. (Compensia), a national compensation consulting firm. After consultation with Compensia pursuant to this review process, including review of non-employee director compensation trends and data from companies that are in our executive officer compensation peer group, in 2024, the Compensation Committee recommended, and the Board approved, the following change to our non-employee director compensation program for the year ended December 31, 2025: effective as of January 1, 2025, the target value of annual and initial non-employee director equity grants increased from $240,000 to $260,000. Following a similar review process in 2025, the Compensation Committee and the Board determined not to make any changes to our non-employee director compensation program for the year ending December 31, 2026.

Our 2025 non-employee director compensation program is described in detail below.

In 2025, each non-employee director received an annual cash retainer of $45,000 for serving on our Board. In addition, the chairs and members of the committees of our Board received the following additional annual cash retainers:

All annual cash compensation amounts are payable in equal quarterly installments in arrears, generally no later than the last day of each quarter for which the service occurred, prorated for any partial months served in the applicable fiscal quarter.

In 2025, on the date of our annual meeting of stockholders, each non-employee director received an equity grant for shares of our Class A common stock with a target value of $260,000 under our Amended and Restated 2017 Equity Incentive Plan (the 2017 Plan), consisting of 50% in stock options vesting monthly over one year from the grant date and 50% in restricted stock units (RSUs) vesting on the earlier of the date of the next annual meeting of stockholders and the first anniversary of the grant date, each subject to continued service as a director through the applicable vesting date.

We determined the number of stock options granted by dividing the target value of the equity award by the average closing price of our Class A common stock over the 28 calendar days ending five trading days prior to the grant date, and multiplying that number by a factor intended to approximate a Black-Scholes value (which was 1.7 for the 2025 annual equity grants). We determined the number of RSUs granted by dividing the target value of

the equity award by the average closing price of our Class A common stock over the 28 calendar days ending five trading days prior to the grant date. We used an average stock price, rather than a single day stock price, to provide a more stabilized stock value that is less susceptible to possible swings in the market. Each stock option has a term of ten years from the grant date, subject to earlier termination of vesting in connection with a termination of the non-employee director’s continuous service with us. The exercise price per share of each stock option was the closing price of our Class A common stock on the grant date.

In 2025, any new non-employee director joining our Board would have received an equity grant for shares of our Class A common stock with a target value of $260,000 under the 2017 Plan, prorated on a monthly basis for the period commencing on the new director’s start date and ending on the date of the next annual meeting of stockholders. Any new director equity grant would have consisted of 50% in stock options vesting monthly through the date of the next annual meeting of stockholders and 50% in RSUs vesting on the date of the next annual meeting of stockholders, each subject to continued service as a director through each applicable vesting date, with the number of stock options and RSUs determined in the same manner as described in “Equity Compensation—Annual Grants.” No new directors joined our Board in 2025. Accordingly, no such initial grants were made in 2025.

In the event of a change in control (as defined in our 2017 Plan), the unvested portion of an equity award granted to our non-employee directors will fully vest and become exercisable, as applicable, immediately prior to the effective date of such change in control, subject to the non-employee director’s continuous service with us until immediately prior to the closing of the change in control.

The following table provides information on all compensation awarded to, earned by, or paid to each of our non-employee directors in the year ended December 31, 2025. As an NEO, Mr. Wood did not receive any additional compensation in connection with his service on our Board. Mr. Wood’s compensation is shown in “Executive Compensation—Summary Compensation Table.”

The following table provides additional information concerning the total outstanding RSUs and stock option awards held by our current non-employee directors as of December 31, 2025.

We also reimburse our non-employee directors for their reasonable out-of-pocket expenses in connection with attending meetings of our Board and its committees.

Our Board is divided into three classes with the members of each class serving as a director for a three-year term, and with the terms of office of the respective classes expiring in successive years.

Our Board presently has eight members, divided into three classes as follows:

The size of our Board was reduced from nine to eight directors upon Mr. Ahuja’s resignation from the Board effective as of June 11, 2025.

The terms of the Class III directors will expire at the Annual Meeting. The terms of the Class I and Class II directors will expire at the 2027 and 2028 annual meetings of stockholders, respectively.

Our Board proposes the election of Mr. Hastings, Dr. Hunt, and Mr. Wood at the Annual Meeting to serve as Class III directors for a three-year term expiring at the 2029 annual meeting of stockholders and until each director’s successor is duly elected and qualified or until each director’s earlier death, resignation, or removal. Mr. Hastings, Dr. Hunt, and Mr. Wood have agreed to stand for election as Class III directors.

Should any director nominee become unavailable for election because of an unexpected occurrence, your proxy authorizes the named proxies to vote for a substitute nominee if our Board so chooses, or our Board may reduce its size.

The Governance Committee seeks to assemble a board that, as a group, can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment, leveraging our directors’ broad range of backgrounds and experience in various areas. To that end, the Governance Committee has identified and evaluated nominees in the broader context of our Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities deemed critical to effective functioning of our Board.

OUR BOARD RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

In accordance with Section 14A of the Exchange Act, we are seeking approval, on a non-binding and advisory basis, of the compensation of our NEOs for the year ended December 31, 2025, as described in this proxy statement in the sections entitled “Compensation Discussion and Analysis” and “Executive Compensation.” This non-binding, advisory vote is commonly referred to as a “say-on-pay” vote. The say-on-pay vote is not intended to address any specific items of compensation or the compensation of a specific NEO, but rather the overall compensation of our NEOs and the compensation philosophy, policies, and practices described in this proxy statement. We currently hold our advisory say-on-pay vote every year. Our stockholders have recommended, and our Board has approved, annual advisory votes on executive compensation. Accordingly, the next advisory vote on executive compensation will occur at our 2027 annual meeting of stockholders.

As described in more detail under “Compensation Discussion and Analysis,” our compensation philosophy is designed to attract, retain, and reward talented individuals. Our compensation practices are guided by market rates and tailored to account for the specific needs and responsibilities of the particular role as well as the unique qualifications of the individual employee.

The vote on this proposal is advisory and is not binding. However, our Board and the Compensation Committee, which is responsible for designing the compensation program of our NEOs, value the opinions expressed by stockholders in their vote on this proposal, and the Compensation Committee will consider the outcome of the vote when making future compensation decisions for our NEOs.

Advisory approval of this say-on-pay proposal requires the affirmative vote of the holders of a majority of the shares present or represented by proxy and entitled to vote on the matter at the Annual Meeting.

OUR BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPENSATION OF OUR NEOS AS DISCLOSED IN THIS PROXY STATEMENT.

The Audit Committee has re-appointed Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026 and has directed that management submit this selection for ratification by the stockholders at the Annual Meeting. Although it is not required by law, we believe that it is good practice to request ratification of this selection by our stockholders. In the event that our stockholders do not ratify the section of Deloitte & Touche LLP, the Audit Committee will review its future selection of Deloitte & Touche LLP as our independent registered public accounting firm. Deloitte & Touche LLP has audited our financial statements since 2011. Even if the selection is ratified, our Board or the Audit Committee may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of Roku and its stockholders.

Representatives of Deloitte & Touche LLP are expected to be present during the Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

OUR BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026.

The following table provides the aggregate fees for services provided by Deloitte & Touche LLP for the years ended December 31, 2025 and 2024.

Consistent with the requirements of the SEC and the Public Company Accounting Oversight Board (PCAOB) regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation, retaining, and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has adopted a Pre-Approval Policy under which the Audit Committee approves in advance audit and non-audit services to be performed by our independent registered public accounting firm.

Under the Pre-Approval Policy, the Audit Committee pre-approves specified services in the defined categories of audit services, audit-related services, tax services, and permissible other services up to specified dollar amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual, explicit, case-by-case basis before the independent registered public accounting firm is engaged to provide each service.

All of the services provided by Deloitte & Touche LLP for the years ended December 31, 2025 and 2024 described above were pre-approved by the Audit Committee. The Audit Committee has determined that the rendering of services other than audit services by Deloitte & Touche LLP is compatible with maintaining Deloitte & Touche LLP’s independence.

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2025 with the management of Roku. The Audit Committee has discussed with its independent registered public accounting firm, Deloitte & Touche LLP, the applicable requirements of the PCAOB and the SEC. The Audit Committee has also received the written disclosures and the letter from its independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to our Board that the audited financial statements be included in Roku’s Annual Report on Form 10-K for the year ended December 31, 2025.

Laurie Simon Hodrick (Chair)

Mai Fyfield

Gina Luna

The table below sets forth information known to Roku as of April 13, 2026 with respect to the beneficial ownership of our Class A and Class B common stock by: each of our NEOs; each of our directors; all directors and executive officers as a group; and each person or group that beneficially owns more than 5% of our Class A or Class B common stock.

The percentage of shares beneficially owned is based on 131,191,687 shares of Class A common stock and 16,502,064 shares of Class B common stock outstanding as of April 13, 2026. In calculating the number of shares beneficially owned and the percentage ownership of each person listed, we deemed to be outstanding all shares of our common stock subject to options held by the person that are currently exercisable or that will become exercisable within 60 days of April 13, 2026 and all RSUs held by the person that will vest within 60 days of April 13, 2026. However, we did not deem such shares or RSUs outstanding for the purpose of calculating the percentage ownership of any other person.

Beneficial ownership is determined in accordance with the SEC rules and generally includes any shares over which a person exercises sole or shared voting or investment power. Unless otherwise indicated, the persons listed have sole voting and investment power with respect to all shares shown beneficially owned by them, subject to applicable community property laws. The information in this table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in this table does not constitute an admission of beneficial ownership of those shares. Except as otherwise noted below, the address for persons listed in this table is c/o Roku, Inc., 1173 Coleman Avenue, San Jose, California 95110. The information provided in this table is based on our records, information filed with the SEC, and information provided to us.

Below is biographical information for our current executive officers. For more information about Mr. Wood, see “Board of Directors and Corporate Governance—Director Biographies.”

Dan Jedda joined Roku in May 2023 as CFO and has served as Chief Operating Officer since July 2025. Mr. Jedda previously served as CFO of Stitch Fix, Inc. from December 2020 to April 2023. From June 2005 to December 2020, Mr. Jedda held various positions at Amazon.com, including serving as Vice President and CFO for Digital Video (including Amazon Studios), Digital Music, and the Advertising and Corporate Development organizations. Previously, Mr. Jedda also served as a Controller for Toshiba America and spent several years at Honeywell and ADC Telecommunications in various business finance roles, including treasury and internal audit. Mr. Jedda has served as a director of Yelp, Inc. since March 2024. Mr. Jedda holds a B.A. in Accounting and Finance from the University of St. Thomas and an M.B.A. from the University of Minnesota, Carlson School of Management.

Charlie Collier has served as President, Roku Media since October 2022. From October 2018 to October 2022, Mr. Collier served as the CEO of FOX Entertainment, a division of the media company Fox Corporation, where he was responsible for driving the overall vision and business of FOX Entertainment. From September 2006 to October 2018, Mr. Collier held senior roles at the media company AMC Networks, including President and General Manager, AMC, SundanceTV, and AMC Studios. Before September 2006, Mr. Collier held senior roles at Court TV, Oxygen Media, and A&E Television Networks. Mr. Collier holds a B.A. from Bucknell University and an M.B.A. from Columbia Business School.

Mustafa Ozgen has served as President, Devices, Products, and Technology since December 2023, and previously served as President, Devices from September 2022 to December 2023 and Senior Vice President and General Manager, Account Acquisition from February 2019 to September 2022. From September 2018 to February 2019, Mr. Ozgen was the CEO and a member of the board of directors of SmartKem Limited, a manufacturer of organic semiconductor materials for flexible displays. From August 2015 to September 2018, Mr. Ozgen served as the CEO and a member of the board of directors of QD Vision, a nanotechnology display and lighting product company acquired by Samsung Electronics in November 2016. From 2012 to 2015, Mr. Ozgen served as Senior Vice President and General Manager of Home Multimedia Business Unit at Sigma Designs, a semiconductor company. Mr. Ozgen holds a bachelor’s degree in Computer Engineering from the Turkish Naval Academy and a master’s degree in Computer Science from the Naval Postgraduate School.

Gil Fuchsberg has served as President, Subscriptions, Partnerships, and Corporate Development since July 2024. He previously served as Senior Vice President, Subscriptions, Partnerships, and Corporate Development from December 2023 to July 2024, and as Senior Vice President, Corporate Development and Strategic Planning from April 2018 to December 2023. Previously, he held senior executive positions in corporate development and digital distribution at News Corporation/Fox. Before that, he built a startup within Hearst Communications, managed technology investments at JP Morgan’s private equity business, and led digital strategy and acquisitions at the Interpublic Group of Companies. Mr. Fuchsberg started his career as a reporter at The Wall Street Journal. Mr. Fuchsberg holds a bachelor’s degree from Harvard College and an M.B.A. from Columbia Business School.

Chris Handman has served as Senior Vice President and General Counsel since October 2025. Mr. Handman previously served as the General Counsel of People Center, Inc., d/b/a Rippling, a workforce management software platform, from May 2025 to October 2025. Mr. Handman was a co-founder of TerraTrue Inc., a privacy and security software platform, where he served as Chief Operating Officer and General Counsel from December 2018 to March 2024. From May 2014 to September 2017, Mr. Handman served as the General Counsel of Snap Inc., where he guided the company through its initial public offering. Earlier in his career, Mr. Handman was a partner in the Supreme Court and appellate practice at Hogan Lovells LLP. Mr. Handman holds a B.A. in International Studies and Political Science from the American University, Washington, D.C. and a J.D. from Yale Law School.

This Compensation Discussion and Analysis summarizes our compensation philosophy, objectives, policies, and structure for the Named Executive Officers (NEOs) listed below for the year ended December 31, 2025. Additional details regarding the compensation of our NEOs appear in the Summary Compensation Table and other tables in the “Executive Compensation” section.

Each of our NEOs brings extensive industry knowledge and leadership experience to Roku. Mr. Wood, our founder and CEO, is a pioneer and innovator in the TV and digital media industries and has led our company since its inception. Mr. Collier oversees the growth and evolution of Roku Media globally, which includes ad sales and Roku’s ad platform business, as well as content for Roku’s owned and operated streaming services. Mr. Ozgen oversees programs related to Roku’s devices, including Roku TV, players, and soundbars, among others. In 2025, Mr. Jedda was appointed Chief Operating Officer, in addition to his role as Chief Financial Officer. In this expanded role, Mr. Jedda leads Roku’s Finance and Operations organizations. Mr. Handman, who joined Roku in October 2025, leads Roku’s Legal and Government Relations organization.

Our compensation philosophy is designed to establish and maintain an executive compensation program that attracts, retains, and rewards talented executives who possess the skills necessary for Roku to achieve its strategic objectives. As a result, we endeavor to pay competitive total compensation that is guided by market rates and tailored to each executive to account for the specific needs and responsibilities of the executive’s position, as well as the executive’s unique qualifications. The total compensation target for each of our executive officers consists of salary and target equity award value. We do not pay our executive officers cash bonuses or grant equity awards tied to either individual or corporate performance goals because we expect our executives to perform at the highest level regardless of possible bonus or other award payouts tied to discrete metrics. In determining each executive officer’s total compensation target, the Compensation Committee considers, among other factors, what an executive officer would be paid by another employer, what we would have to pay to replace the executive officer, and the amount necessary to sufficiently incentivize and retain the executive officer.

The Compensation Committee is responsible for setting the total compensation target for our NEOs and reports to our Board on its discussions, decisions, and other actions. Our CEO typically attends Compensation Committee meetings and makes recommendations to the Compensation Committee regarding the total compensation target for the other NEOs, but he is not present during discussions, deliberations, or decisions regarding his own compensation. The Compensation Committee then reviews the recommendations and a competitive market analysis based on our compensation peer group and relevant survey data prepared by Compensia, a national compensation consulting firm, and makes decisions as to the total compensation target for each NEO, as well as its allocation between salary and equity awards.

The Compensation Committee is authorized, in its sole discretion, to retain the services of compensation consultants, outside legal counsel, and such other advisers as necessary to assist with the execution of its duties and responsibilities. During 2025, the Compensation Committee retained Compensia to serve as its independent compensation consultant and assist it in fulfilling its duties. Compensia performed various projects for the Compensation Committee, including assisting in determining compensation peer group composition, providing support and specific analyses with regard to compensation data for executive officer and non-employee director compensation, and other compensation-related matters. Compensia uses the competitive market data described below to prepare an analysis reflecting cash and equity compensation levels consistent with the practices of the companies in our compensation peer group for the Compensation Committee’s consideration.

Compensia attends Compensation Committee meetings, executive sessions, and preparatory meetings with the committee chair and certain of our executive officers and employees, as requested by the Compensation Committee. Compensia only provides services to Roku in its capacity as the Compensation Committee’s independent consultant on executive compensation, equity compensation, non-employee director compensation, and related matters. Compensia maintains a policy that is specifically designed to prevent any conflicts of interest. The Compensation Committee has assessed Compensia’s independence taking into account, among other things, the factors set forth in applicable SEC rules and Nasdaq listing standards, and has concluded that its engagement of Compensia does not raise any conflicts of interest or similar concerns.

At our 2025 annual meeting of stockholders, we held a non-binding, advisory vote on the compensation of our NEOs, which resulted in 78.6% of votes represented by stockholders present and entitled to vote approving our “say-on-pay” proposal. Following this vote, the Compensation Committee considered the outcome of the vote and determined not to make any material changes to the overall structure of the 2025 executive compensation program. We value the opinions of our stockholders, and the Compensation Committee will consider the outcome of future advisory votes, including the vote that will take place at the Annual Meeting, when it makes compensation decisions regarding our NEOs.

In determining the total compensation target for each of our NEOs, the Compensation Committee, with assistance from Compensia, reviews the compensation practices and levels of our compensation peer group to assess whether individual total compensation is sufficiently competitive to attract and retain our NEOs. The Compensation Committee annually reviews the compensation peer group and the underlying peer selection criteria to assess that it remains appropriate for review and comparison purposes. When reviewing and updating the peer group in March 2025, the Compensation Committee considered the inclusion of technology companies with annual revenues of between 0.5x to 2.0x of Roku’s prior four quarters’ revenue and a market capitalization of approximately 0.3x to 3.0x of Roku’s market capitalization. The Compensation Committee also considered companies with revenue growth of greater than 15% and market capitalization as a multiple of revenue. After considering input from Compensia, the Compensation Committee approved a 2025 compensation peer group composed of the companies listed below. Changes to our 2025 peer group included the removal of Autodesk, Inc. (which no longer aligned with our selection criteria) and Vizio Holding Corp. (which was acquired in 2024).

When performing its NEO total compensation review during 2025, the Compensation Committee’s compensation assessment was informed by data drawn from the SEC filings of our peer group and compensation survey data from Aon’s Radford McLagan Compensation Database that included utilizing special sub-groups of technology companies.

Although its analysis of competitive market data provides the Compensation Committee with guiding information and a broad market check, the Compensation Committee does not specifically benchmark compensation for our NEOs in terms of picking a particular percentile relative to other executives with similar titles at peer group companies. Instead, the Compensation Committee applies its subjective judgment in determining the total compensation target for each NEO and considers the peer group data in conjunction with a number of factors, including our compensation philosophy, an NEO’s individual skills and expertise, and the scope and criticality of each NEO’s role. The Compensation Committee also considers the stock ownership of each of the NEOs and the actual total compensation an NEO is expected to earn during the year, including the value of outstanding and unvested equity awards.

In June 2025, the Compensation Committee conducted its annual review of our compensation philosophy and the total compensation targets for our NEOs. Following this review, the Compensation Committee made changes to certain of our NEOs’ compensation elements, as described in detail below, in alignment with our compensation philosophy. In particular, the Compensation Committee determined that it was appropriate to increase Messrs. Wood’s and Jedda’s total compensation targets by approximately 4% and 20%, respectively. The increases in Messrs. Wood’s and Jedda’s total compensation targets are reflected in the amount of their respective equity grants for 2025 in order to further strengthen the alignment of each individual’s interests with the interests of our stockholders. In making these determinations, the Compensation Committee reviewed the competitive market analysis referenced above, with assistance from Compensia. The Compensation Committee used this analysis as one reference point, in addition to other factors, including those described above in “Compensation Philosophy,” the annual vesting value of previously granted equity awards, and the Company’s goal of retaining highly experienced, skilled, and knowledgeable NEOs.

In 2025, the Compensation Committee maintained the same compensation mix of salary and equity awards allocated to each NEO at the same target percentages as in 2024, with approximately 4% of our CEO’s total compensation target paid in salary and approximately 96% of total compensation target awarded in equity, and, for our other NEOs, no more than approximately 35% of total compensation target paid in salary and at least approximately 65% of total compensation target awarded in the form of equity awards. In determining the actual allocation of the elements of total compensation targets, the Compensation Committee considered the market competitive value of our compensation arrangements.

We use salary to compensate our NEOs for services rendered during the year and to recognize the experience, skills, knowledge, and responsibilities required of each NEO. Following its annual review described above (and in the case of Mr. Handman, in connection with his employment, which commenced in October 2025), the Compensation Committee determined the annual salary levels set forth below.

Mr. Wood – Mr. Wood’s annual salary was maintained at $1,000,000, in alignment with the Compensation Committee’s determination that approximately 4% of our CEO’s total compensation target should be paid in salary, and consistent with the belief that our CEO’s compensation should be more heavily weighted toward equity awards, to further strengthen the alignment of his interests with the interests of our stockholders.

Mr. Jedda – Mr. Jedda’s annual salary was maintained at $2,625,000, representing approximately 29% of his total compensation target and consistent with the philosophy that no more than approximately 35% of our non-CEO NEOs’ total compensation target should be paid in salary.

Mr. Collier – Mr. Collier’s annual salary was maintained at $6,825,000, the annual salary level set when he joined Roku in October 2022, consistent with the philosophy that no more than approximately 35% of our non-CEO NEOs’ total compensation target should be paid in salary.

Mr. Ozgen – Mr. Ozgen’s annual salary was maintained at $2,555,000, consistent with the philosophy that no more than approximately 35% of our non-CEO NEOs’ total compensation target should be paid in salary.

Mr. Handman – Mr. Handman’s annual salary was set at $2,520,000, consistent with the philosophy that no more than approximately 35% of our non-CEO NEOs’ total compensation target should be paid in salary.

In October 2025, the Compensation Committee determined not to continue the Executive Supplemental Stock Option Program (the Supplemental Option Program) after the 2025 calendar year due to low participation. Under the Supplemental Option Program, certain executive officers could elect to reduce their annual base salary for a given year in exchange for a series of monthly grants of fully-vested stock options with a target value intended to equal the amount of the reduced salary. No executive officers elected to participate in the Supplemental Option Program in 2025. The Compensation Committee previously determined in 2024 that our CEO would not be eligible to participate in the Supplemental Option Program after the 2024 calendar year. See also Notes 3 and 9 to the Summary Compensation Table and Notes 3 and 7 to the Grants of Plan-Based Awards table.

We view equity awards as a critical element of our total compensation. Although we do not specifically tie any portion of an NEO’s compensation to specific performance metrics, the realized value of equity awards bears a direct relationship to our stock price. We believe our equity awards are an incentive for our NEOs to create long-term value for our stockholders because the value of their equity awards increases when there is an increase in stockholder value. It is the Compensation Committee’s intention for each NEO to have equity awards that generally have at least two to three years of vesting in the future, such that they also serve as a means of retaining our NEOs.

When equity awards are granted in the form of stock options, the number of shares subject to a given stock option grant generally is determined by dividing the target value of the stock option grant by the average closing price of our Class A common stock over the 28 calendar days ending five trading days prior to the grant date, and multiplying that number by a factor intended to result in the quotient approximating a Black-Scholes value. On a quarterly basis, the Compensation Committee reviews the factor and approves an updated factor, or confirms continued use of the then-current factor, to be applied prospectively to our compensation programs, as appropriate. For 2025, this factor was 1.7.

In determining the number of shares subject to equity awards, we generally use an average stock price, rather than a single day stock price, to provide a more stabilized stock value, which we believe is less susceptible to possible swings in the stock market. The Compensation Committee has approved the use of the 28-calendar day average ending five trading days prior to the grant date for our equity awards as described above, subject to certain exceptions. We did not use an average stock price for the Supplemental Option Program, as we believed the monthly grant structure of that program mitigated the volatility considerations posed by a single day stock price.

Under our equity choice program (the Equity Choice Program), after the Compensation Committee determines the appropriate target dollar value of our NEOs’ equity awards, the NEOs have the opportunity to select whether their equity awards will be granted in the form of 100% stock options, 100% RSUs, or 50% stock options and 50% RSUs. In 2025, Mr. Wood elected 50% stock options and 50% RSUs, and our other NEOs selected 100% RSUs, as described in more detail below.

In June 2025, the Compensation Committee reviewed the total compensation target of each NEO (other than Mr. Handman, who had not yet joined Roku) and determined to grant the following types of equity awards:

The Compensation Committee takes a target dollar value approach to equity awards. For our CEO, the target dollar value determination was made consistent with the philosophy that approximately 96% of our CEO’s total compensation target should be granted in the form of equity awards. For our non-CEO NEOs, the target dollar value determinations were made consistent with the philosophy that at least approximately 65% of our non-CEO NEOs’ total compensation target should be granted in the form of equity awards.

Based on each NEO’s selection under the Equity Choice Program, the Compensation Committee granted equity awards in August 2025 as set forth below. Refresh equity awards vest over three years, Mr. Jedda’s supplemental award vests over two years, and the transitional refresh and market adjustment awards vest over one year (in each case, subject to continuous service as of the applicable vesting date). The refresh and market adjustment equity awards (other than Mr. Collier’s and Mr. Jedda’s transitional awards) began vesting in October 2025 (for stock options) and November 2025 (for RSUs) to help ensure that our NEOs’ total compensation is market competitive and promote retention.

The Compensation Committee granted Mr. Handman, who joined Roku in October 2025, a new hire equity award vesting over two years (subject to continuous service as of each vesting date) with the target value of such award set forth in the table below. Consistent with our philosophy, the Compensation Committee evaluated Mr. Handman’s market opportunities and determined that the target value of his new hire equity award was competitively necessary to provide a total compensation target that would induce him to join Roku and in recognition of his forfeited opportunities with his prior employer. Based on Mr. Handman’s selection under the Equity Choice Program, the Compensation Committee granted his equity award as set forth below.

In recognition of Mr. Handman’s cost of transition to Roku, we granted Mr. Handman a one-time sign-on payment of $300,000, which is subject to repayment on a prorated basis in the event Mr. Handman resigns without “good reason” (as defined in our Amended and Restated Severance Benefit Plan (the Severance Benefit Plan)) within one year of his start date.

We have established a retirement plan (the 401(k) Plan) intended to qualify under Section 401(k) of the Internal Revenue Code of 1986, as amended (the Code), for all employees who satisfy certain eligibility requirements. We do not match any contributions made to the 401(k) Plan by our employees, including our NEOs. All other health and welfare benefits offered to our NEOs, such as medical, dental, and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, basic life insurance coverage, mental health support, and financial wellness support, are offered on the same basis as offered to our full-time employees generally.

As reflected in the Summary Compensation Table, we provide limited perquisites or other personal benefits to our NEOs. We enrolled certain of our NEOs and their partners in a digital privacy protection service upon the recommendation of our Safety and Security team.

The initial terms and conditions of employment of each of our NEOs, other than our CEO, were set forth in written employment terms agreements or offer letters, which were approved by the Compensation Committee. We believe these agreements and offer letters were necessary to induce these individuals to forgo other employment opportunities or leave their then-current employer for the uncertainty of a demanding position in a new and unfamiliar organization. Mr. Wood, who is our founder and serves as our CEO, has not entered into an employment agreement or offer letter with Roku. Each of our NEOs has executed our standard Employee Proprietary Information and Inventions Assignment Agreement.

Each of our NEOs is an “at will” employee and may be terminated at any time, with or without cause. Each of our NEOs is a party to our Severance Benefit Plan, which provides for certain payments and benefits upon a qualifying

termination of employment. For a summary of the material terms of the change in control and severance agreements and an estimate of the payments and benefits that our NEOs may receive under these agreements, see “Executive Compensation—Potential Payments on Termination or Change in Control.”

We maintain mandatory stock ownership guidelines for our Board, CEO, CFO, Presidents, and Senior Vice Presidents (SVPs) reporting directly to our CEO (the Covered Individuals). The Compensation Committee believes that stock ownership guidelines help align the interests of our non-employee directors and executives with those of our stockholders and may act as a risk mitigation device.

The stock ownership guidelines, amended by the Board in March 2025, require each covered individual to hold “Eligible Shares” (defined below) as follows:

For purposes of this calculation, “Eligible Shares” include (1) shares of Roku’s common stock owned outright by the Covered Individual and (2) 50% of the intrinsic value of the vested and unexercised in-the-money stock options held by the Covered Individual.

Each Covered Individual has until the later of December 31, 2026 or the end of the calendar year that is four years from the date that the Covered Individual became subject to the guidelines to achieve the minimum ownership requirements. Covered Individuals must hold 50% of the net shares received from the exercise or vesting of any Roku equity award until the ownership requirement has been achieved. After the initial achievement period, each individual’s compliance will be determined on the last day of each calendar year. In the event that any Covered Individual fails to satisfy the minimum requirements, our Board will have the discretion to take a number of actions as it determines appropriate, including prohibiting the individual from selling any shares acquired through the vesting or the exercise of equity awards, other than shares needed to pay applicable taxes and exercise prices, until the minimum requirements of the guidelines are met.

We maintain a Policy for Recoupment of Incentive Compensation, which complies with the requirements of Rule 10D-1 under the Exchange Act, and the applicable Nasdaq listing standards (the Clawback Policy).

The Clawback Policy applies to each of our executive officers (as defined in the applicable Nasdaq Listing Standards and SEC rules). Subject to certain exceptions, the Clawback Policy requires the Board to recover incentive-based compensation paid to any of our executive officers to the extent that Roku is required to restate its financial statements due to material noncompliance with financial reporting requirements. Incentive-based compensation subject to such recoupment includes any compensation granted, earned, or vested based wholly or in part on the satisfaction of a financial reporting measure, received by the executive during the three fiscal years preceding the date Roku is required to prepare a restatement of its financial statements. The recovery amount will equal the amount of incentive-based compensation the executive officer received in excess of the amount such individual would have received had the value of the incentive-based compensation been calculated based on the restated financial statements and must be computed without regard to any taxes paid.

In addition, the Clawback Policy provides that the Board will have the right to (1) recover erroneously awarded incentive-based compensation from each employee with a stock level of senior vice president who is not otherwise an “executive officer” and (2) recover any equity or equity-based compensation from such individuals, and any covered individuals, that is granted, earned, or vested based solely on the satisfaction of time-based vesting conditions (other than stock options granted under the Supplemental Option Program or the CEO Mandatory Monthly Option Program).

Under our Insider Trading Policy, all members of our Board, executive officers, employees, and certain contingent workers, and any entities or immediate family members or others whose trading activities are controlled or influenced by any of them, are prohibited from engaging in hedging transactions to protect against a decline in value of our common stock. Such transactions include, but are not limited to, short sales, transactions in put or call options, margin accounts, and other inherently speculative transactions. Additionally, we prohibit members of our Board, executive officers, employees, and certain contingent workers, and any entities or immediate family members or others whose trading activities are controlled or influenced by any of them, from pledging shares of our common stock as collateral for personal loans, purchasing our common stock on margin, or holding our common stock in a margin account.

Under Section 162(m) of the Code (Section 162(m)), compensation paid to any “covered employee” of a publicly held corporation that exceeds $1 million per taxable year is generally non-deductible, unless the compensation qualifies for the reliance period exception for certain compensation paid by corporations that became publicly held on or before December 20, 2019.

Although the Compensation Committee may consider tax implications as a factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our NEOs in a manner consistent with the goals of our executive compensation program and the best interests of Roku and its stockholders, which may include providing for compensation that is not deductible by Roku due to the deduction limit under Section 162(m). The Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with Roku’s business needs.

We do not provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that the officer might owe as a result of the application of Sections 280G, 4999, or 409A of the Code, and we have not agreed and are not otherwise obligated to provide any NEOs with any such “gross-up” or other reimbursement.

We account for equity compensation paid to our employees under FASB ASC Topic 718, which requires us to measure the grant date fair value of our equity-based awards and recognize the grant date fair value as an expense over the requisite service period of the award. This calculation is performed for accounting purposes and reported in the tables under the heading “Executive Compensation,” even though the recipient of the awards may never realize any value from the awards.

Our management team and the Compensation Committee each play a role in evaluating and monitoring whether our compensation programs, policies, and practices for all employees, including our NEOs, encourage excessive risk-taking. Compensia, the Compensation Committee’s independent compensation consultant, performed an assessment of our executive compensation programs, policies, and practices. Management conducted a parallel assessment of our non-executive employee compensation programs, policies, and practices. Both assessments concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on Roku. The Compensation Committee has reviewed these reports and agreed with the conclusions.

The risk assessment process considered various features of our compensation programs, policies, and practices that discourage excessive or unnecessary risk taking, including but not limited to the following:

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated into Roku’s Annual Report on Form 10-K for the year ended December 31, 2025.

Ray Rothrock (Chair)

Jeffrey Blackburn

Neil Hunt

The following table sets forth all of the compensation awarded to, earned by, or paid to our NEOs during the years ended December 31, 2025, 2024, and 2023. The amounts shown in the “Total” column of the table do not reflect amounts actually received by our NEOs.

The following table provides information regarding grants of plan-based awards to our NEOs for the year ended December 31, 2025.