ROKU, INC
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 6, 2026
ROKU$160.52+0.1%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-01.
0001628280-26-029310
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001628280-26-054335
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 406 previous paragraphs and 456 current paragraphs.
391 unchanged; 13 reworded; 52 added; 0 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (52)
Current report
Risks Related to Our Proposed Transaction with Fox*
Current report
•closing conditions not being satisfied, causing delays, reduced deal benefits, or abandonment of the Mergers;
Current report
•relationship disruption, management distraction, and negative publicity or legal proceedings affecting operating results and ongoing business;
Current report
•unrealized or delayed transaction benefits or integration challenges affecting post-closing value;
Current report
•restrictions on our ability to pursue alternative transactions;
Current report
•restrictions on our business activities pending closing;
Current report
•reduced ownership and voting power of our stockholders following the transaction;
Current report
•fluctuations in the value of the fixed stock consideration;
Current report
Risks Related to Our Proposed Transaction with Fox
Current report
The consummation of the Mergers is contingent on the satisfaction of a number of conditions that may be outside of our or Fox’s control and that we or Fox may be unable to satisfy, or that may delay the consummation of the Mergers or result in the imposition of conditions that could reduce the anticipated benefits from the Mergers or cause the parties to abandon the Mergers.*
Current report
Consummation of the Mergers is contingent upon the satisfaction of a number of conditions, some of which are beyond our and Fox’s control, including, among others:
Current report
•the expiration or early termination of the applicable waiting period under the HSR Act and the approval of the Mergers under certain other antitrust and investment screening laws;
Current report
•the absence of any order, injunction, or law prohibiting the Mergers or litigation under certain antitrust or investment screening laws seeking such an order;
Current report
•the effectiveness of the registration statement under which shares of Fox Class A common stock to be issued in the Mergers will be registered with the SEC;
Current report
•the approval of the issuance of shares of Fox Class A common stock included in the merger consideration by the holders of shares of Fox Class B common stock entitled to vote on such matter at a meeting duly called and held for such purpose; and
Current report
•the approval of the adoption of the Merger Agreement by the Roku stockholders.
Current report
Our and Fox’s obligation to complete the Mergers is also subject to certain additional conditions, including:
Current report
•compliance by the other party in all material respects with its obligations under the Merger Agreement;
Current report
•the accuracy of the other party’s representations and warranties, subject to certain standards set forth in the Merger Agreement; and
Current report
•the absence of a continuing material adverse effect with respect to each of us and Fox.
Current report
These conditions to the closing of the Mergers may not be fulfilled in a timely manner or at all, and, accordingly, the Mergers may not be completed. In addition, the Merger Agreement may be terminated under certain circumstances, including:
Current report
•by either party if the Mergers are not completed by June 14, 2027, which date may be extended to December 14, 2027, and which date may be further extended to March 14, 2028 (the “Termination Date”), under certain circumstances;
Current report
•by either party if any governmental entity of a competent jurisdiction has issued a final non-appealable order or injunction permanently restraining, enjoining or otherwise prohibiting the Mergers;
Current report
•by either us or Fox if either party fails to obtain the requisite approval of its stockholders;
Current report
•by either us or Fox if the other party’s board of directors changes its recommendation to its stockholders to vote in favor of the adoption of the Merger Agreement (in the case of Roku) or the issuance of Fox Class A common stock pursuant to the Merger Agreement (in the case of Fox);
Current report
•by either party in order to accept a Superior Proposal (as defined in the Merger Agreement); or
Current report
•by either party if the other party materially breaches its covenants, or breaches its representations and warranties, in the Merger Agreement such that the applicable conditions to closing would not be satisfied, subject in certain cases to the right of the breaching party to cure the breach.
Current report
We and Fox may also terminate the Merger Agreement by mutual written consent.
Current report
Upon termination of the Merger Agreement, each of us and Fox under specified circumstances, including termination by such party to accept a Superior Proposal or termination by the other party upon a change in such party’s board of directors’ recommendation to its stockholders, will be required to pay the other party a termination fee of $866.1 million. Additionally, Fox, under specified circumstances, including termination following an injunction arising in connection with certain antitrust or investment screening laws, or failure to receive certain required regulatory approvals of specified governmental authorities by the Termination Date, will be required to pay us a termination fee of $1.2 billion. Additionally, if the Merger Agreement is terminated because the requisite approval of Fox’s stockholders is not obtained, Fox will be required to reimburse 100% of our aggregate out-of-pocket third-party fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement; provided that such reimbursement shall not exceed $70.0 million in the aggregate.
Current report
As a condition to granting the required clearance under the HSR Act, the Department of Justice or the Federal Trade Commission may impose limitations, require divestitures, or place restrictions on the conduct of the combined company after the closing of the Mergers; provided, however, that Fox’s obligations to agree to any such remedies are subject to certain limitations under the Merger Agreement.
Current report
If the Mergers are not completed, or if there are significant delays in completing the Mergers, our future business and financial results could be negatively affected, and we may be subject to certain risks, including, but not limited to, the following:
Current report
•negative reactions from financial markets, including declines in the price of our Class A common stock because the current stock price may reflect a market assumption that the Mergers will be completed;
Current report
•payment of certain significant costs relating to the Mergers, whether or not the Mergers are completed;
Current report
•diversion of our management’s time, resources, and attention to the Mergers rather than our own operations and other opportunities that could have been beneficial to us; and
Current report
•the requirement that we pay a termination fee of $866.1 million to Fox if the Merger Agreement is terminated under certain circumstances, including by us to enter into a Superior Proposal or by Fox if our Board withholds, qualifies, or modifies in a manner adverse to Fox its recommendation with respect to the Mergers or takes certain similar actions.
Current report
In addition, if the Mergers are not completed, we could be subject to litigation related to any failure to complete the Mergers or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement. The cost of defending such litigation may be significant, even if such litigation does not have merit. The materialization of any of these risks could adversely impact our ongoing business.
Current report
Efforts to complete the Mergers could disrupt our relationships with third parties and employees, divert management’s attention, or result in negative publicity or legal proceedings, any of which could negatively impact our operating results and ongoing business.*
Current report
We have expended, and will continue to expend, significant management time and resources to complete the Mergers, which may have a negative impact on our ongoing business and operations. Uncertainty regarding the outcome of the Mergers and our future could disrupt our business relationships with our existing and potential customers, suppliers, service providers, and other business partners, who may be more cautious in their arrangements with us or attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than us. Our employees may have concerns with respect to the Mergers, and uncertainty regarding the outcome of the Mergers could also adversely affect our ability to recruit and retain key personnel and other employees. The pendency of the Mergers may also lead to litigation against us and our directors and officers. Such litigation would be distracting to management and may require us to incur significant costs. Such litigation could result in the Mergers being delayed or enjoined by a court of competent jurisdiction, which could prevent the Mergers from being completed. The occurrence of any of these events individually or in combination could have a material and adverse effect on our business, financial condition, and results of operations.
Current report
Failure to realize the anticipated benefits of the Mergers, delay in realizing those benefits, or significant challenges in integrating with Fox could have an adverse effect on the price of the Fox Class A common stock that our stockholders will own following the completion of the Mergers.*
Current report
We and Fox have operated and, until the completion of the Mergers, will continue to operate, independently. The success of the Mergers, including anticipated benefits and cost synergies, will depend, in part, on our and Fox’s ability to successfully integrate our respective operations in a manner that results in various benefits and that does not materially disrupt existing business and strategic relationships or result in a loss of customers or other business relationships. The process of integrating operations could result in a loss of key personnel or cause an interruption of, or loss of momentum in, the activities of one or more of the combined company’s businesses. Inconsistencies in standards, controls, procedures, and policies could adversely affect the combined company. The diversion of our management team’s attention and any delays or difficulties encountered in connection with the Mergers and the integration of our and Fox’s operations could have an adverse effect on the combined company’s business, financial condition, operating results, and prospects. In addition, consummation of the Mergers may trigger change in control, assignment, or other provisions in certain agreements to which we are a party, which could harm the combined company’s business. If we and Fox experience difficulties in the integration process, including those listed above, we may not fully realize the anticipated benefits of the Mergers in a timely manner or at all, and the price of Fox Class A common stock to be issued to our stockholders in the Mergers could be adversely affected.
Showing the first 40 of 52 passages. Open the source sections for the rest.
Reworded paragraphs (13)
Previous wording
Premium Subscriptions, and the sale of owned and operated subscription services) and the sale of branded app buttons on remote controls. As such, we are seeking to expand our user base and increase Streaming Hours in an effort to create additional Platform revenue opportunities. As our user base grows and as we increase the amount of content offered and streamed across our platform, we must effectively monetize our expanding user base and streaming activity. The total number of Streaming Hours does not correlate with Platform revenue on a period-by-period basis, primarily because we do not monetize every hour streamed or every user on our platform. Moreover, Streaming Hours on our platform are measured whenever a Roku streaming device is streaming content, whether a viewer is actively watching or not. For example, if our streaming player is connected to a TV, and the viewer turns off the TV, steps away, or falls asleep without stopping or pausing the player, then a particular streaming app may continue to play content for a period of time determined by the streaming app. The Roku TV OS’s “Are you still watching?” feature, which prompts users to confirm they are still watching, does not resolve this lack of correlation.
Current wording
Our business model depends on our ability to generate Platform revenue from advertisers and content partners. We generate Advertising revenue from the sale of digital advertising (including direct and programmatic video advertising, ads integrated into our UI, and related services) and Subscriptions revenue primarily from the sale of subscriptions to end users (including subscription and transaction revenue shares from content partners, the sale of Premium Subscriptions, and the sale of owned and operated subscription services) and the sale of branded app buttons on remote controls. As such, we are seeking to expand our user base and increase Streaming Hours in an effort to create additional Platform revenue opportunities. As our user base grows and as we increase the amount of content offered and streamed across our platform, we must effectively monetize our expanding user base and streaming activity. The total number of Streaming Hours does not correlate with Platform revenue on a period-by-period basis, primarily because we do not monetize every hour streamed or every user on our platform. Moreover, Streaming Hours on our platform are measured whenever a Roku streaming device is streaming content, whether a viewer is actively watching or not. For example, if our streaming player is connected to a TV, and the viewer turns off the TV, steps away, or falls asleep without stopping or pausing the player, then a particular streaming app may continue to play content for a period of time determined by the streaming app. The Roku TV OS’s “Are you still watching?” feature, which prompts users to confirm they are still watching, does not resolve this lack of correlation.
Previous wording
We depend on a small number of content partners for nearly half of our Streaming Hours, and if we fail to maintain these relationships, our business could be harmed.*
Current wording
We depend on a small number of content partners for more than half of our Streaming Hours, and if we fail to maintain these relationships, our business could be harmed.*
Previous wording
Historically, a small number of content partners have accounted for a significant portion of the hours streamed on our platform. In the three months ended March 31, 2026, the top three streaming services (excluding The Roku Channel) represented nearly half of all hours streamed in the period. If, for any reason, we cease distributing apps that have historically streamed a large percentage of the aggregate Streaming Hours on our platform, our Streaming Hours, user base, or Roku streaming device sales may be adversely affected, and our business may be harmed.
Current wording
Historically, a small number of content partners have accounted for a significant portion of the hours streamed on our platform. In the three months ended June 30, 2026, the top three streaming services (excluding The Roku Channel) represented more than half of all hours streamed in the period. If, for any reason, we cease distributing apps that have historically streamed a large percentage of the aggregate Streaming Hours on our platform, our Streaming Hours, user base, or Roku streaming device sales may be adversely affected, and our business may be harmed.
Previous wording
TV OS. We have no minimum purchase commitments or long-term contracts with any of these retailers or distributors, and there can be no assurance that we will reach agreements with our retailers and distributors on terms we find acceptable or that will be consistent with our past practices.
Current wording
Our retailers and distributors also sell products that compete with our products and our licensed Roku TV partners’ products, including house-branded televisions sold by such retailers that utilize TV operating systems other than the Roku TV OS. We have no minimum purchase commitments or long-term contracts with any of these retailers or distributors, and there can be no assurance that we will reach agreements with our retailers and distributors on terms we find acceptable or that will be consistent with our past practices.
Previous wording
We are reliant on certain retailers or distributors. Amazon, Best Buy, Target, and Walmart in total accounted for 86% of our Devices revenue for each of the three months ended March 31, 2026 and 2025. Furthermore, our licensed Roku TV partners may be reliant on the same or other retailers and distributors for a significant portion of their unit sales of Roku TV models. At times, certain retailers and distributors have reduced the number of our and our licensed Roku TV partners’ products available for sale, have chosen not to prominently display those products in their stores or on their websites, or have discontinued selling those products. Such actions have in the past decreased, and may in the future decrease, the volume of our or our licensed Roku TV partners’ products sold. These risks may be exacerbated by our reliance on certain retailers or distributors, or when a major retailer in a jurisdiction commercializes televisions under brands that the retailer controls.
Current wording
We are reliant on certain retailers or distributors. Amazon, Best Buy, Target, and Walmart in total accounted for 79% and 83% of our Devices revenue for the three months ended June 30, 2026 and 2025, respectively. Furthermore, our licensed Roku TV partners may be reliant on the same or other retailers and distributors for a significant portion of their unit sales of Roku TV models. At times, certain retailers and distributors have reduced the number of our and our licensed Roku TV partners’ products available for sale, have chosen not to prominently display those products in their stores or on their websites, or have discontinued selling those products. Such actions have in the past decreased, and may in the future decrease, the volume of our or our licensed Roku TV partners’ products sold. These risks may be exacerbated by our reliance on certain retailers or distributors, or when a major retailer in a jurisdiction commercializes televisions under brands that the retailer controls.
Previous wording
We have incurred operating losses in the past, and we may incur operating losses in the future. Although we achieved profitability in certain quarters, we may not be able to maintain profitability in the future. As of March 31, 2026, we had an accumulated deficit of $1,502.9 million. Our operating expenses have increased in the past and may increase again in the future as we expand our operations and invest in growth and new areas. If our revenue and gross profit do not grow at a greater rate than our operating expenses, we may not be able to maintain profitability in the future. We expect our profitability to fluctuate in the future for a number of reasons, including without limitation the other risks and uncertainties described herein. We may also encounter unforeseen operating or legal expenses, difficulties, complications, delays, and other factors that may result in losses in future periods.
Current wording
We have incurred operating losses in the past, and we may incur operating losses in the future. Although we achieved profitability in certain quarters, we may not be able to maintain profitability in the future. As of June 30, 2026, we had an accumulated deficit of $1,401.4 million. Our operating expenses have increased in the past and may increase again in the future as we expand our operations and invest in growth and new areas. If our revenue and gross profit do not grow at a greater rate than our operating expenses, we may not be able to maintain profitability in the future. We expect our profitability to fluctuate in the future for a number of reasons, including without limitation the other risks and uncertainties described herein. We may also encounter unforeseen operating or legal expenses, difficulties, complications, delays, and other factors that may result in losses in future periods.
Previous wording
Our gross margins vary across our devices and platform offerings. Our Devices segment experienced negative gross margin for the three months ended March 31, 2026, and our Advertising and Subscription segments experienced positive gross margin for the three months ended March 31, 2026. Gross margins on our streaming devices vary across models and can change over time as a result of product transitions, pricing and configuration changes, component costs, device returns, and other cost fluctuations (including due to the impact of tariffs or other trade restrictions).
Current wording
Our gross margins vary across our devices and platform offerings. In particular, gross margins on our streaming devices vary across models and can change over time as a result of product transitions, pricing and configuration changes, component costs, device returns, and other cost fluctuations (including due to the impact of tariffs or other trade restrictions). Although our Devices, Advertising, and Subscription segments had positive gross margin for the three and six months ended June 30, 2026, gross margin for certain segments has been negative in the past and may be negative in the future.
Previous wording
If we fail to manage our growth effectively, including if we grow our business too rapidly, we may not be able to execute our business strategies, which could harm our business and adversely affect our financial condition, results of operations, or cash flows.
Current wording
If we fail to manage our growth effectively, including if we grow our business too rapidly, we may not be able to execute our business strategies, which could harm our business and adversely affect our financial condition, results of operations, or cash flows. The challenges of managing our growth effectively may be exacerbated due to the pendency of the Mergers.
Previous wording
Seasonality and certain one-time events significantly affect our business. For example, our revenue and gross profit are traditionally strongest in the fourth quarter of each fiscal year due to higher consumer purchases and increased advertising during holiday seasons. Furthermore, in preparation for the fourth quarter holiday season, we recognize significant discounts in the average selling prices of our products through retailers in an effort to grow our user base, which typically reduce our Devices gross margin in the fourth quarter. Additionally, certain other events have in the past, and may in the future, impact the amount of advertising spending on our platform.
Current wording
Seasonality and certain one-time events significantly affect our business. For example, our revenue and gross profit are traditionally strongest in the fourth quarter of each fiscal year due to higher consumer purchases and increased advertising during holiday seasons. Furthermore, in preparation for the fourth quarter holiday season, we recognize significant discounts in the average selling prices of our products through retailers in an effort to grow our user base, which typically reduce our Devices gross margin in the fourth quarter. From time to time, our sales and marketing expenses may fluctuate or be weighted towards part of the year. Additionally, certain other events have in the past, and may in the future, impact the amount of advertising spending on our platform.
Previous wording
Our Class B common stock has 10 votes per share, and our Class A common stock has one vote per share. Our founder, Chairman, and Chief Executive Officer, Anthony Wood, holds and controls the vote of a significant number of shares of our outstanding common stock, and therefore Mr. Wood will have significant influence over our management and all matters requiring stockholder approval, including election of directors and significant corporate transactions, such as a merger or other sale of Roku or our assets, for the foreseeable future. If Mr. Wood’s employment with us is terminated, he will continue to have the same influence over matters requiring stockholder approval.
Current wording
Our Class B common stock has 10 votes per share, and our Class A common stock has one vote per share. Our founder, Chairman, and Chief Executive Officer, Anthony Wood, holds and controls the vote of a significant number of shares of our outstanding common stock, and therefore Mr. Wood will have significant influence over our management and all matters requiring stockholder approval, including election of directors and significant corporate transactions, such as a merger or other sale of Roku or our assets, including the Mergers, for the foreseeable future. If Mr. Wood’s employment with us is terminated, he will continue to have the same influence over matters requiring stockholder approval.
Previous wording
Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, which has the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. As a result of such transfers, as of March 31, 2026, Mr. Wood controls a majority of the combined voting power of our Class A and Class B common stock even though he only owns 11.5% of the outstanding Class A and Class B common stock. As a member of our Board of Directors (our “Board”), Mr. Wood owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Wood is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally. This concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support, or conversely this concentrated control could result in the consummation of such a transaction that our other stockholders do not support. This concentrated control could also discourage a potential investor from acquiring our Class A common stock, which has limited voting power relative to the Class B common stock, and might harm the market price of our Class A common stock.
Current wording
Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, which has the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. As a result of such transfers, as of June 30, 2026, Mr. Wood controls a majority of the combined voting power of our Class A and Class B common stock even though he only owns 11.3% of the outstanding Class A and Class B common stock. As a member of our Board, Mr. Wood owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Wood is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally. This concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support, or conversely this concentrated control could result in the consummation of such a transaction that our other stockholders do not support. This concentrated control could also discourage a potential investor from acquiring our Class A common stock, which has limited voting power relative to the Class B common stock, and might harm the market price of our Class A common stock.
Previous wording
We cannot guarantee that our stock repurchase program will be fully consummated or that it will preserve or enhance long-term stockholder value.
Current wording
We cannot guarantee that our stock repurchase program will be resumed or fully consummated or that it will preserve or enhance long-term stockholder value.*
Previous wording
Although our Board has authorized a stock repurchase program, the program does not require us to repurchase any specific dollar amount or to acquire any specific number of shares of our Class A common stock and may be modified, suspended, or terminated at any time. We cannot guarantee that the program will be fully consummated or that it will preserve or enhance long-term stockholder value. Any failure to repurchase stock after we have announced our intention to do so may negatively impact our reputation, investor confidence in us, or our stock price. The program could also affect the trading price of our Class A common stock, increase volatility, and reduce the market liquidity of our Class A common stock, and any announcement of a termination or change of this program may result in a decrease in the trading price of our Class A common stock. In addition, any repurchases made under this program will reduce the amount of cash we have available to fund working capital, capital expenditures, strategic transactions, and other general corporate requirements.
Current wording
Although our Board has authorized a stock repurchase program, we suspended the program during the second quarter of fiscal 2026 in connection with our entry into the Merger Agreement. The program does not require us to repurchase any specific dollar amount or to acquire any specific number of shares of our Class A common stock and may be further modified, resumed, or terminated at any time. We cannot guarantee that repurchases under the program will resume, that the program will be fully consummated or that it will preserve or enhance long-term stockholder value. The suspension of the program, or any failure to resume repurchases, may negatively impact our reputation, investor confidence in us, or our stock price. Any future repurchases, resumption or termination of the program could also affect the trading price of our Class A common stock, increase volatility, and reduce the market liquidity of our Class A common stock, and any announcement of a termination or change of this program may result in a decrease in the trading price of our Class A common stock. In addition, any repurchases made under this program, if resumed, will reduce the amount of cash we have available to fund working capital, capital expenditures, strategic transactions, and other general corporate requirements.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Our business model depends on our ability to generate Platform revenue from advertisers and content partners. We generate Advertising revenue from the sale of digital advertising (including direct and programmatic video advertising, ads integrated into our UI, and related services) and Subscriptions revenue primarily from the sale of subscriptions to end users (including subscription and transaction revenue shares from content partners, the sale of
Previous report — wording carried elsewhere
Our retailers and distributors also sell products that compete with our products and our licensed Roku TV partners’ products, including house-branded televisions sold by such retailers that utilize TV operating systems other than the Roku