SCHEDULE 13G/A: FMR LLC and Abigail P. Johnson Disclose 15% Stake in Roku Inc. Class A Common Stock
Beneficial Ownership Report
FMR LLC and its Chairman and CEO, Abigail P. Johnson, have disclosed a combined beneficial ownership of 15.0% of Roku Inc.'s Class A Common Stock as of December 31, 2024, through an amended Schedule 13G filing.
Summary
- FMR LLC and Abigail P. Johnson reported beneficial ownership of 19,183,942.10 shares of Roku Inc.'s Class A Common Stock as of December 31, 2024.
- This aggregate ownership represents 15.0% of the total outstanding Class A Common Stock of Roku Inc.
- FMR LLC holds sole voting power over 19,110,822.16 shares and sole dispositive power over 19,183,942.10 shares.
- Abigail P. Johnson, as an individual, is deemed to beneficially own the same aggregate amount of shares (19,183,942.10) due to her role and the Johnson family's control over FMR LLC.
- A significant portion of this ownership, 10,648,438.00 shares (8.3% of the class), is held by Fidelity Advisor Growth Opportunities Fund, a subsidiary of FMR LLC.
- The filing is an Amendment No. 2 to a Schedule 13G, indicating an update to a previously reported beneficial ownership.
Sentiment
Score: 5
Explanation: The document is a factual regulatory filing disclosing beneficial ownership. It is neutral in tone and content regarding the issuer's performance, but the disclosure of a significant institutional stake can be viewed positively by the market.
Positives
- The disclosure of a significant 15.0% stake by a major institutional investor like FMR LLC can be interpreted as a strong vote of confidence in Roku Inc.'s long-term prospects.
- The filing confirms that the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of Roku Inc., which suggests a passive investment strategy.
Negatives
- NA (This type of filing does not typically contain negative information about the issuer's performance or outlook.)
Risks
- NA (This filing primarily concerns beneficial ownership disclosure and does not detail specific operational or financial risks of Roku Inc. beyond the inherent risks of holding a significant equity stake.)
Future Outlook
NA (This Schedule 13G filing is a disclosure of beneficial ownership and does not contain forward-looking statements or guidance regarding Roku Inc.'s future performance or outlook.)
Industry Context
NA (This filing is a disclosure of a specific institutional ownership stake and does not provide analysis of broader industry trends or competitive landscape for Roku Inc.)
Comparison to Industry Standards
- NA (This filing is a disclosure of beneficial ownership and does not contain performance metrics or operational results that can be compared to industry benchmarks or specific comparable companies/projects.)
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Structure Disclosure | The filing details the control structure of FMR LLC, noting that members of the Johnson family, including Abigail P. Johnson, are predominant owners of Series B voting common shares (49% voting power) and have a shareholders' voting agreement, which may deem them a controlling group under the Investment Company Act of 1940. | NA | Clarifies the ultimate control of the reporting entity, FMR LLC, and its affiliates, which indirectly influences the voting and dispositive power over the reported shares. |
Legal Proceedings
- NA (This filing does not contain information about any litigation or regulatory matters concerning Roku Inc. or the reporting entities.)
Related Party Transactions
- The document clarifies that Abigail P. Johnson, as a reporting person, is a Director, Chairman, and CEO of FMR LLC, and is part of the Johnson family who are predominant owners of FMR LLC's Series B voting common shares, representing 49% of the voting power. This family group, through a voting agreement, is deemed to form a controlling group with respect to FMR LLC. This structure explains why Abigail P. Johnson is also listed as beneficially owning the same shares as FMR LLC.
Stakeholder Impact
- Shareholders: The disclosure of a significant 15.0% stake by a prominent institutional investor like FMR LLC may be viewed positively, potentially signaling confidence in Roku Inc.'s value and future prospects, which could support share price stability or appreciation.
- Management: The filing indicates a passive investment stance, as the shares are held in the ordinary course of business and not for influencing control, which suggests stability in the shareholder base.
Next Steps
- NA (This filing is a historical disclosure of ownership as of a specific date and does not outline future actions, events, or milestones for Roku Inc. or the reporting entities.)
Key Dates
| Date | Description |
|---|---|
| 2023-01-03 | Effective date of Power of Attorney for Stephanie J. Brown on behalf of FMR LLC. |
| 2023-01-10 | Date of Schedule 13G filing by FMR LLC (accession number -23-000003) where Power of Attorney is incorporated by reference. |
| 2023-01-26 | Effective date of Power of Attorney for Stephanie J. Brown on behalf of Abigail P. Johnson. |
| 2023-01-31 | Date of Schedule 13G filing by FMR LLC (accession number -23-000038) where Abigail P. Johnson's Power of Attorney is incorporated by reference. |
| 2024-12-31 | Date of event which requires filing of this statement (ownership determination date). |
| 2025-02-11 | Filing date of the Schedule 13G Amendment No. 2. |
Keywords
Roku Inc., FMR LLC, Abigail P. Johnson, Schedule 13G, Beneficial Ownership, Class A Common Stock, Institutional Investor, SEC Filing, Equity Stake, Fidelity
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