ROKU, INC 8-K

What Happened Roku, Inc. filed an 8‑K disclosing a definitive Agreement and Plan of Merger dated June 14, 2026 under which Fox Corporation will acquire Roku in a two‑step merger. At the Effective Time each outstanding Roku share will convert into the right to receive $96 in cash plus 0.9693 shares of Fox Class A common stock. Roku’s board unanimously approved the Merger Agreement and recommended that Roku stockholders vote to approve the transaction. A joint press release announcing the deal was issued June 15, 2026.

Key Details

• Consideration: $96.00 cash + 0.9693 shares of Fox Class A common stock per Roku share (no fractional Fox shares; cash paid in lieu).
• Ownership: The Exchange Ratio implies Roku stockholders would own ~27% of the combined company on a pro‑forma basis after closing.
• Timeline & approvals: Closing is subject to Roku stockholder approval, Fox shareholder approval on issuance of Fox shares, antitrust and foreign investment clearances (HSR and other reviews), and effectiveness of an S‑4 registration statement. Target termination date is June 14, 2027 (extensions to Dec 14, 2027 and Mar 14, 2028 available under certain conditions).
• Equity awards & options: Vested RSUs convert into the merger consideration; unvested RSUs split into (a) a cash award equal to the $96 per share payable on original vest dates and (b) Parent RSU awards based on the exchange ratio. Vested in‑the‑money options receive cash + Fox shares net of exercise price; out‑of‑the‑money options are cancelled for no consideration. Payment windows and settlement mechanics are specified (payments no later than 30 days after original vesting dates; Parent may pay in cash, Fox stock, or combination).
• Voting & support: Anthony Wood and affiliated sell‑side stockholders have signed a Voting & Support Agreement holding ~55% of Roku voting power; certain Fox stockholders signed a similar support agreement representing ~38.7% of Fox voting power.
• Termination fees: Under specified circumstances either party may owe a termination fee of $866,084,000; Fox may owe Roku $1,237,262,000 in certain regulatory‑related terminations. If Fox shareholders do not approve the transaction, Fox must reimburse Roku up to $70,000,000 for third‑party fees.

Why It Matters This is a transformational deal that would make Roku a wholly owned subsidiary of Fox and remove Roku’s public listing (Roku Class A will be delisted from Nasdaq and deregistered upon closing). Shareholders will receive a mix of cash and Fox stock, which locks in a $96 per‑share cash component and gives continued upside via Fox shares. The transaction requires shareholder and regulatory approvals and carries substantial termination fees and regulatory risk; those approvals and the S‑4/proxy process will determine timing and final outcome. Investors should review the forthcoming S‑4 / Joint Proxy Statement/Prospectus for full terms, risks and tax implications.