ROKU, INC
For the period ended Sep 30, 2026. Filed Nov 2, 2026.
View on SEC.govAbout this filing
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.
Sep 30, 2026 · Filed Nov 2, 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 2026-06-30; filed 2026-08-06.
0001628280-26-054335
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-02.
0001628280-26-068887
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsThe 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 456 previous paragraphs and 449 current paragraphs.
435 unchanged; 11 reworded; 3 added; 10 removed; 0 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 (3)
Current report
As previously announced, on September 8, 2026, we and Fox each received a request for additional information and documentary material (the “Second Request”) from the U.S. Department of Justice (the “DOJ”) in connection with the DOJ’s review of the Mergers. Issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both we and FOX have substantially complied with the Second Request, unless the waiting period is terminated earlier by the DOJ, or we and FOX otherwise agree to extend the waiting period. There can be no assurance as to the timing of the DOJ’s review or that the DOJ will ultimately grant clearance for the Mergers. The pendency of the Second Request and any resulting delay in obtaining HSR Act clearance could delay the consummation of the Mergers beyond the currently anticipated timeline, increase the costs associated with completing the Mergers, or result in the imposition of conditions that could reduce the anticipated benefits of the Mergers or cause the parties to abandon the Mergers.
Current report
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Removed paragraphs (10)
Previous report
•restrictions on our ability to pursue alternative transactions;
Previous 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;
Previous 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
Previous report
•the approval of the adoption of the Merger Agreement by the Roku stockholders.
Previous report
•by either us or Fox if either party fails to obtain the requisite approval of its stockholders;
Previous 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);
Previous report
•by either party in order to accept a Superior Proposal (as defined in the Merger Agreement); or
Previous report
The Merger Agreement contains provisions that limit our ability to pursue alternative transactions to the Mergers, which could discourage a potential competing acquirer from making an alternative transaction proposal.*
Previous report
The Merger Agreement contains provisions that make it more difficult for us to be acquired by, or enter into certain transactions with, a third party. The Merger Agreement contains customary “no-shop” provisions, including provisions that restrict our ability to, among other things, solicit alternative acquisition proposals from, engage with, furnish information to, and participate in discussions or negotiations with, third parties regarding any alternative acquisition proposals, subject to certain exceptions that allow our Board to comply with its fiduciary duties. In addition, following our receipt of any alternative transaction proposal that constitutes a Superior Proposal (as defined in the Merger Agreement), Fox would have an opportunity to offer to modify the terms of the Merger Agreement before our Board may withhold, qualify, or modify in a manner adverse to Fox its recommendation with respect to the Mergers and before we may terminate the Merger Agreement. If the Merger Agreement is terminated 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, we may be required to pay a termination fee of $866,084,000 to Fox, as contemplated by the Merger Agreement. Such provisions of the Merger Agreement could discourage or deter a third party that may be willing to pay more than Fox for our outstanding common stock from considering or proposing such an acquisition of us.
Previous report
While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.
Reworded paragraphs (11)
Previous wording
•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 wording
•the expiration or early termination of the applicable waiting period under the HSR Act; and
Previous wording
•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 wording
•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; or
Previous wording
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 wording
Upon termination of the Merger Agreement, each of us and Fox under specified circumstances 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.
Previous wording
•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 wording
•the requirement that we pay a termination fee of $866.1 million to Fox if the Merger Agreement is terminated under certain circumstances.
Previous wording
Under the Merger Agreement, at the effective time of the Mergers, each share of our common stock (subject to certain exceptions, including shares of our common stock owned by our stockholders who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) issued and outstanding immediately prior to the effective time of the Mergers will be cancelled and converted into the right to receive (1) 0.9693 (as defined above, the “Exchange Ratio”) fully paid and non-assessable shares of Fox Class A common stock and (2) $96.00 in cash, without interest (as defined above, the “Per Share Cash Amount”) (as explained in Note 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report, the Exchange Ratio and the Per Share Cash Amount are subject to adjustment in certain limited circumstances relating to Roku stockholders who exercise appraisal rights). The market value of the stock-based consideration our stockholders will receive in the Mergers will therefore fluctuate with the market price of Fox Class A common stock. The implied value of the merger consideration to our stockholders has fluctuated since the date of the Merger Agreement announcement and will continue to fluctuate until the date the Mergers are completed, which could occur a considerable amount of time after the date hereof.
Current wording
Under the Merger Agreement, at the effective time of the Mergers, each share of our common stock (subject to certain exceptions, including shares of our common stock owned by our stockholders who have properly exercised appraisal rights in accordance with Section 262 of the Delaware General Corporation Law) issued and outstanding immediately prior to the effective time of the Mergers will be cancelled and converted into the right to receive (i) 0.9693 of a share of Fox Class A common stock (as defined and subject to adjustment as described above, the Exchange Ratio), without interest, and (ii) $96.00 in cash (as defined and subject to adjustment as described above, the Per Share Cash Amount), without interest, subject to applicable withholding taxes (as explained in Note 1 of the Notes to Condensed Consolidated Financial Statements in Part 1, Item 1 of this Quarterly Report, the Exchange Ratio and the Per Share Cash Amount are subject to adjustment in certain limited circumstances relating to Roku stockholders who properly exercise appraisal rights under Delaware law). The market value of the stock based consideration our stockholders will receive in the Mergers will therefore fluctuate with the market price of the Fox Class A common stock.
Previous 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.
Current wording
We are reliant on certain retailers or distributors. Amazon, Best Buy, Target, and Walmart in total accounted for 84% and 73% of our Devices revenue for the three months ended September 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 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.
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 September 30, 2026, we had an accumulated deficit of $1,218.0 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. 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.
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). Gross margins for our segments have been negative in the past and may be negative in the future. Although our Advertising and Subscription segments had positive gross margins for the three and nine months ended September 30, 2026, our Devices gross margins were negative for the three and nine months ended September 30, 2026.
Previous wording
Some internet, technology, and media companies, including some of our competitors, own large numbers of patents, copyrights, and trademarks, which they may use to assert claims against us. Third parties have asserted, and may in the future assert, that we have infringed, misappropriated, or otherwise violated their intellectual property rights. Such claims may be asserted regardless of their merit, and defending against them can be costly and time-consuming. As we grow and face increasing competition, the possibility of intellectual property rights claims against us will grow. Plaintiffs who have no relevant product revenue may not be deterred by our own issued patents and pending patent applications in bringing intellectual property rights claims against us and may seek to challenge the validity or enforceability of our own patents and patents applications. The cost of patent litigation or other proceedings, even if resolved in our favor, has been and is expected to be substantial. Some of our competitors may be better able to sustain the costs of such litigation or proceedings because of their substantially greater financial resources. Patent litigation and other proceedings may also require significant management time and divert management’s attention from our other business concerns or otherwise adversely affect our business and operating results. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could impair our ability to compete in the marketplace. The occurrence of any of the foregoing could harm our business, reputation, or operations, including by restricting our ability to offer certain products, services, or features.
Current wording
Some internet, technology, and media companies, including some of our competitors, own large numbers of patents, copyrights, and trademarks, which they may use to assert claims against us. Third parties have asserted, and may in the future assert, that we have infringed, misappropriated, or otherwise violated their intellectual property rights. Such claims may be asserted regardless of their merit, and defending against them can be costly and time-consuming. As we grow and face increasing competition, the possibility of intellectual property rights claims against us will grow. Plaintiffs who have no relevant product revenue may not be deterred by our own issued patents and pending patent applications in bringing intellectual property rights claims against us and may seek to challenge the validity or enforceability of our own patents and patent applications. The cost of patent litigation or other proceedings, even if resolved in our favor, has been and is expected to be substantial. Some of our competitors may be better able to sustain the costs of such litigation or proceedings because of their substantially greater financial resources. Patent litigation and other proceedings may also require significant management time and divert management’s attention from our other business concerns or otherwise adversely affect our business and operating results. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could impair our ability to compete in the marketplace. The occurrence of any of the foregoing could harm our business, reputation, or operations, including by restricting our ability to offer certain products, services, or features.
Previous wording
Litigation may be necessary to enforce our intellectual property or proprietary rights, protect our trade secrets, or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity, or diversion of management and technical resources, any of which could adversely affect our business and operating results. These proceedings may also result in injunctions or other court orders restricting our ability to or market certain technologies, products, or services. If we fail to maintain, protect, and enhance our intellectual property or proprietary rights, our business may be harmed.
Current wording
Litigation may be necessary to enforce our intellectual property or proprietary rights, protect our trade secrets, or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity, or diversion of management and technical resources, any of which could adversely affect our business and operating results. These proceedings may also result in injunctions or other court orders restricting our ability to market certain technologies, products, or services. If we fail to maintain, protect, and enhance our intellectual property or proprietary rights, our business may be harmed.
Previous 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.
Current wording
Although our Board previously 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.