ROKU CFO Jedda Dan Exercises RSUs; Withholds Shares for Taxes

What Happened

• Jedda Dan, ROKU's Chief Financial Officer & Chief Operating Officer, had restricted stock units (RSUs) vest and be converted (reported as exercise/conversion of derivatives) on Sept 1, 2026. The Form 4 lists a total of 52,266 RSU conversions (26,133 + 17,726 + 4,221 + 4,186). Of those, 10,285 shares were withheld by the issuer to satisfy income tax withholding at $155.53 per share (proceeds/value reported as $1,599,626). The remaining shares were delivered to him (net ≈ 41,981 shares). This was a routine vesting/tax-withholding event, not an open-market sale or new purchase.

Key Details

• Transaction date: September 1, 2026; Form 4 filed: September 3, 2026 (appears timely).
• Reported entries (from the filing):
  • 26,133 shares acquired via exercise/conversion (M) @ $0.00
  • 10,285 shares withheld to cover taxes (F) @ $155.53 — total $1,599,626
  • 17,726, 4,221 and 4,186 shares reported as exercise/conversion (M) @ $0.00
• Shares owned after transaction: Not specified in this filing.
• Footnotes: F1 confirms shares withheld to satisfy income tax withholding on RSU vesting; F2–F5 describe that these are RSUs (one RSU = one share) with varying vesting schedules (quarterly installments beginning in 2023 or 2025).
• Filing timeliness: No late filing flag shown; filed two days after the transaction.

Context

• These transactions reflect RSU vesting and a net-share settlement to cover withholding taxes — a common compensation event for executives. Withholding of shares to pay taxes is routine and not the same as a market sale; it does not necessarily signal a change in the insider’s view of the company.