ROKU, INC

4. BUSINESS COMBINATION

On May 9, 2025 (the “Acquisition Date”), the Company acquired all of the outstanding shares of Frndly TV, Inc. (“Frndly TV”), a subscription streaming service that offers live TV, on-demand video, and cloud-based DVR for an affordable price. The total purchase consideration (the “Purchase Consideration”) was $169.8 million, consisting primarily of cash of $103.6 million and the fair value of contingent consideration of $65.8 million. The acquisition supports the Company’s focus on growing Subscriptions revenue and Roku-billed subscriptions.

The Company will pay contingent consideration of up to $75.0 million in cash upon the achievement of certain performance metrics and milestones over thetwo years following the Acquisition Date. See Note 9 for details on the fair value of the contingent consideration.

The allocation of the Purchase Consideration primarily consisted of $147.9 million of goodwill, $46.0 million in intangible assets, and $24.1 million of other assets acquired and liabilities assumed. The operations of Frndly TV are included in the Company’s operating results beginning on the Acquisition Date. Historical and pro forma disclosures are not provided as the historical operating results of Frndly TV were not material.