As filed with the U.S. Securities and Exchange Commission on February 14, 2025
Registration No.: 333- 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Roku, Inc.
(Exact name of Registrant as specified in its charter)
Delaware26-2087865
(State or other jurisdiction of
Incorporation or organization)
(I.R.S. Employer
Identification No.)
1173 Coleman Avenue
San Jose, California 95110
(408) 556-9040
(Address of principal executive offices) (Zip code)
Roku, Inc. Amended and Restated 2017 Equity Incentive Plan
(Full title of the plan)
Louise Pentland
General Counsel and Secretary
Roku, Inc.
1173 Coleman Avenue, San Jose, California 95110
(408) 556-9040
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Sarah K. Solum
Freshfields US LLP
855 Main Street
Redwood City, California 94063
(650) 618-9250
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


EXPLANATORY NOTE
Roku, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) pursuant to General Instruction E of Form S-8. The Registrant’s Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”) provides that the total number of shares reserved for issuance under the 2017 Plan will automatically increase on January 1st of each calendar year, from January 1, 2025 to January 1, 2034, in an amount equal to 5% of the total number of shares of the Registrant’s capital stock outstanding on the last day of the preceding year, or a lesser number of shares determined by the Registrant’s Board of Directors. Accordingly, on January 1, 2025, the number of shares of Class A common stock reserved for issuance pursuant to stock options and other equity awards that may be granted under the 2017 Plan increased by an additional 7,304,561 shares (or 5% of the outstanding shares of the Registrant’s capital stock as of December 31, 2024).
These additional shares of Class A common stock are securities of the same class as other securities for which the Registration Statements on Form S-8 (File No. 333-220701, File No. 333-223379, File No. 333-230039, File No. 333-236830, File No. 333-253638, File No. 333-262876, File No. 333-269838, and File No. 333-277152 (together, the “Prior Registration Statements”)) were filed with the Commission on September 28, 2017, March 1, 2018, March 1, 2019, March 2, 2020, February 26, 2021, February 18, 2022, February 16, 2023, and February 16, 2024, respectively. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated by reference herein and made a part hereof except as modified hereby.
PART II
ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a)The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed on February 14, 2025, which contains audited financial statements for the Registrant’s latest fiscal year.
(b)The description of the Registrant’s Class A common stock which is contained in a registration statement on Form 8-A filed on September 19, 2017 (File No. 001-38211) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
(c)All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.


ITEM 8.   EXHIBITS
Incorporated by Reference
Exhibit Number
Description
Form
SEC File No.
Exhibit
Filing Date
4.1
8-K 
001-38211 
3.1
10/3/2017 
4.2
S-1/A 
333-220318 
3.4
9/18/2017 
4.3
S-1/A 
333-220318 
4.1
9/18/2017 
5.1*
— 
— 
—
— 
23.1*
— 
— 
—
— 
23.2*
— 
— 
—
— 
24.1*
— 
— 
—
— 
99.1
8-K 
001-38211 
10.1
6/7/2024 
107*
— 
— 
—
— 
__________________
*Filed herewith


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 14th day of February, 2025.
ROKU, INC.
By:
 /s/ Dan Jedda
 Dan Jedda
 Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anthony Wood and Dan Jedda, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
/s/ Anthony Wood
President, Chief Executive Officer and Chairman
(Principal Executive Officer)
February 14, 2025
Anthony Wood
/s/ Dan Jedda
Chief Financial Officer
(Principal Financial Officer)
February 14, 2025
Dan Jedda
/s/ Matthew Banks
Vice President, Corporate Controller and Chief Accounting Officer
(Principal Accounting Officer)
February 14, 2025
Matthew Banks
/s/ Ravi Ahuja
Director
February 14, 2025
Ravi Ahuja
/s/ Jeffrey Blackburn
Director
February 14, 2025
Jeffrey Blackburn
/s/ Mai Fyfield
Director
February 14, 2025
Mai Fyfield
/s/ Jeffrey Hastings
Director
February 14, 2025
Jeffrey Hastings
/s/ Laurie Simon Hodrick
Director
February 14, 2025
Laurie Simon Hodrick
/s/ Neil Hunt
Director
February 14, 2025
Neil Hunt
/s/ Gina Luna
Director
February 14, 2025
Gina Luna
/s/ Ray Rothrock
Director
February 14, 2025
Ray Rothrock

S-8 S-8 EX-FILING FEES 0001428439 ROKU, INC Fees to be Paid 0001428439 2025-02-14 2025-02-14 0001428439 1 2025-02-14 2025-02-14 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

ROKU, INC

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Class A Common Stock, par value $0.0001 per share, Roku, Inc. Amended and Restated 2017 Equity Incentive Plan Other 7,304,561 $ 82.48 $ 602,480,191.28 0.0001531 $ 92,239.72

Total Offering Amounts:

$ 602,480,191.28

$ 92,239.72

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 92,239.72

Offering Note

1

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of Class A common stock of Roku, Inc. (the "Registrant") that becomes issuable under the Registrant's Amended and Restated 2017 Equity Incentive Plan (the "2017 Plan") by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant's Class A common stock. Represents 7,304,561 additional shares of Class A common stock available for issuance as a result of the annual automatic increase on January 1, 2025 under the 2017 Plan. Estimated in accordance with Rule 457(c) and 457(h) of the Securities Act solely for purpose of calculating the registration fee on the basis of $82.48, the average of the high and low prices of the Registrant's Class A common stock as reported on the Nasdaq Global Select Market on February 11, 2025.
Exhibit 5.1
freshfieldslogo.jpg
Silicon Valley
855 Main Street
Redwood City, CA 94063
T +1 (650) 618-9250
freshfields.us
February 14, 2025
Roku, Inc.
1173 Coleman Avenue
San Jose, CA 95110
Ladies and Gentlemen:
Roku, Inc., a Delaware corporation (the Company), has filed with the Securities and Exchange Commission a Registration Statement on Form S‑8 (the Registration Statement) for the purpose of registering under the Securities Act of 1933, as amended (the Securities Act), 7,304,561 shares of its Class A common stock, par value $0.0001 per share (the Securities), to be issued under the Company’s Amended and Restated 2017 Equity Incentive Plan (the 2017 EIP).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, as of the date hereof, the Securities have been duly authorized and, when and to the extent issued, delivered and paid for in accordance with the 2017 EIP, the Securities will be validly issued, fully paid and non-assessable.

 
freshfieldslogo.jpg
We are members of the Bars of the States of New York and California and the foregoing opinion is limited to the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Freshfields US LLP

 
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 14, 2025 relating to the financial statements of Roku, Inc. and the effectiveness of Roku, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Roku, Inc. for the year ended December 31, 2024.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
February 14, 2025

v3.25.0.1
Submission
Feb. 14, 2025
Submission [Line Items]  
Central Index Key 0001428439
Registrant Name ROKU, INC
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings - Offering: 1
Feb. 14, 2025
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Class A Common Stock, par value $0.0001 per share, Roku, Inc. Amended and Restated 2017 Equity Incentive Plan
Amount Registered | shares 7,304,561
Proposed Maximum Offering Price per Unit 82.48
Maximum Aggregate Offering Price $ 602,480,191.28
Fee Rate 0.01531%
Amount of Registration Fee $ 92,239.72
Offering Note Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of Class A common stock of Roku, Inc. (the "Registrant") that becomes issuable under the Registrant's Amended and Restated 2017 Equity Incentive Plan (the "2017 Plan") by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant's Class A common stock. Represents 7,304,561 additional shares of Class A common stock available for issuance as a result of the annual automatic increase on January 1, 2025 under the 2017 Plan. Estimated in accordance with Rule 457(c) and 457(h) of the Securities Act solely for purpose of calculating the registration fee on the basis of $82.48, the average of the high and low prices of the Registrant's Class A common stock as reported on the Nasdaq Global Select Market on February 11, 2025.
v3.25.0.1
Fees Summary
Feb. 14, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 602,480,191.28
Total Fee Amount 92,239.72
Total Offset Amount 0.00
Net Fee $ 92,239.72
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