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 Registrants 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, 2018 to January 1, 2027, in an amount equal to 5% of the total number of shares of the Registrants capital stock outstanding on the last day of the
preceding year, or a lesser number of shares determined by the Registrants Board of Directors. Accordingly, on January 1, 2024, the number of shares of Class A common stock that may be issued upon the exercise of incentive stock
options under the 2017 Plan increased by an additional 7,175,098 shares (or 5% of the outstanding shares of the Registrants capital stock as of December 31, 2023).
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, and File
No. 333-269838 (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, and February 16, 2023, 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 Registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 2023 filed on February 16, 2024, which contains audited financial statements for the Registrants latest fiscal year.
(b) The description of the Registrants 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 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.