FMR Holds 10.5% of Roku. Anthony Wood Holds 16M Class B

Anthony Wood, founder and CEO of Roku, Inc. (ROKU), filed Form 4 transactions on April 10 and April 16, 2026 — open-market sales of Class A shares at prices clustered between $98 and $110. The Form 4 Table I directly-held figure now reads zero Class A shares. That number, in isolation, would imply Wood has divested. The Table II line tells a completely different story: 16,268,111 shares of Class B common stock retained via derivative securities. Reading the dual-class structure correctly is the entire story on Roku's founder-CEO Form 4 footprint.

Roku's two-class capital structure is what makes the headline read misleading. Class A common stock has 1 vote per share and trades publicly. Class B common stock has 10 votes per share and is held by founders and pre-IPO holders. Wood's Class B position carries 162.7 million votes — multiples of his realized Class A position would have. The directly-held Class A figure goes to zero on a recent open-market sale; the controlling Class B position is intact and reportable through Table II derivative securities and Schedule 13G/A filings.

The Transaction Pattern

The April execution shows two distinct windows:

• April 10, 2026 — multi-block VWAP execution. Six S-coded blocks: 7,746 + 13,805 + 21,603 + 5,097 + 1,749 + (additional fills) shares at prices between $98.44 and $102.60. Distribution across a $4 price band within a single trading window. Total proceeds approximately $5.1M. The execution shape fits 10b5-1 plan-driven cashless distribution.
• April 16, 2026 — option exercise + sale. Companion C-coded Table II conversion (25,000 shares from derivative to Class A) plus matching S-coded sale at $110.19 = $2.8M proceeds. The classic M+S cashless exercise pattern. (See our Form 4 cashless exercise reading guide.)

Cumulative recorded sales across Wood's tenure as founder-CEO total $1.23 billion across 1,412 transactions — a multi-year systematic distribution footprint that scales with Roku's market-cap progression. The April 2026 batches together added approximately $7.9M, a routine fraction of the cumulative pace.

The Schedule 13G/A Cross-Check

Roku's beneficial-ownership tape captures the institutional positioning that Form 4 Table I + Table II alone do not show:

• FMR LLC filed Schedule 13G/A on February 5, 2026 disclosing 10.5% beneficial ownership of 13,679,650 shares. This is a high-conviction active-management signal — Fidelity rarely concentrates above 10% on a single mid-cap consumer-tech name. The position size signals the firm's discretionary equity sleeves cleared Roku's connected-TV thesis at the firm's internal quality bar.
• Roku, Inc. itself filed Schedule 13G/A on November 4, 2025 disclosing 5.64% beneficial ownership of 7,351,856 shares (the company's own beneficial-ownership disclosure on certain Class B holdings).
• ARK Investment Management LLC filed Schedule 13G/A on January 8, 2026 disclosing 4.50% beneficial ownership of 5,881,738 shares — sub-threshold but disclosed. ARK's position represents Cathie Wood's continued conviction in connected-TV and streaming-platform growth thesis.
• Vanguard Capital Management filed Schedule 13G on April 30, 2026 disclosing 5.26% beneficial ownership — mechanical index-fund accumulation past the threshold.

The standout signal is FMR's 10.5%. Combined with ARK's 4.5%, active-management discretionary conviction in Roku exceeds 15% of outstanding shares — a structural feature that gives the equity meaningful long-only support despite the founder's open-market Class A distribution. (For background on filing types, see our 13G versus 13D filings reading guide.) Investors can verify directly via SEC EDGAR's 13D/G page for Roku (CIK 0001428439).

The Class A vs Class B Math

The number that tells you what Wood actually controls is the Class B beneficial ownership, not the Class A directly-held figure. Three reference points:

• Form 4 Table II — Class B retained. 16,268,111 shares as of the April 16 filing. At 10 votes per share, that's 162,681,110 votes.
• Form 4 Table I — Class A directly held. Zero post-April 16 sale. The publicly-tradable share count.
• Schedule 13G — combined family-trust + indirect interests. Not separately disclosed on Wood himself recently, but the Roku-issuer 13G/A on November 4, 2025 captures certain Class B holdings at 5.64%.

Headline-driven reporting that conflates the directly-held Class A with Wood's full ownership position would understate the founder's beneficial control by approximately 95%. The dual-class structure is the foundation of Roku's governance — Wood retains decisive voting power through Class B regardless of Class A liquidity events. (See our Form 4 Table I vs Table II reading guide for the framework.)

Why FMR's 10.5% Position Matters More Than Wood's Sales

For investors using 13F data on Roku, the FMR 10.5% concentration is the higher-signal forward indicator. Wood's Class A distribution is mechanical 10b5-1 execution; FMR's discretionary 10.5% conviction is a multi-year active management thesis. Three reasons FMR's behavior matters more:

• Fidelity's discretionary equity sleeves at 10%+ on a mid-cap consumer-tech name signal the firm's analyst team has cleared Roku's connected-TV economics — ad-tier monetization, Roku Channel content economics, OS licensing trajectory — at high quality-bar.
• FMR's holding period and rebalancing cadence is multi-quarter; their position movements are less mechanical than founder Class A liquidity events.
• If FMR's next 13G/A amendment shows a meaningful trim (5%+ share-count reduction), that is a material thesis update on Roku's structural positioning. If it shows continued addition, that is confirmation.

The Insider Tape Context

Beyond Wood, Roku's broader insider tape has been quiet — no other Form 4 filings of material size in the trailing 90-day window. Founder-led companies with multi-class structures often see coordinated insider distribution timing across founder + early-employees + executive team; the absence of broader insider activity around Wood's April execution suggests his pattern is individual plan execution rather than firm-wide event-driven distribution.

The Forward Read

For investors using Form 4 + Schedule 13G/A data on Anthony Wood and Roku, three concrete reads:

• The Class A directly-held figure of zero post-April 16 is mechanical 10b5-1 plan execution. The 16.27M Class B retained position via Table II is the controlling stake. Wood's voting power and operational alignment remain intact.
• FMR's 10.5% beneficial-ownership concentration is the most informative forward signal. Watch for the next FMR 13G/A amendment for any material shift in active-management conviction.
• ARK's 4.5% sub-threshold position represents continued growth-thesis conviction. A future ARK 13G/A crossing past 5% would confirm Cathie Wood's connected-TV thesis is intact through current cycle dynamics.

See Anthony Wood's full Form 4 transaction history on 13F Insight →