Fox Corporation filed a Form S-8 registration statement with the SEC on November 6, 2026, registering 91,944,833 shares of FOX Class A common stock under the Fox Corporation 2019 Shareholder Alignment Plan in connection with its completed acquisition of Roku, Inc.

Key Highlights

  • Merger completed November 6, 2026: Fox Corporation acquired Roku, Inc. through a two-step merger process on the same date as this filing.
  • 91,944,833 shares registered: The registration covers FOX Class A common stock issuable under the Fox Corporation 2019 Shareholder Alignment Plan, representing adjusted residual shares from Roku's equity plan.
  • Adjustment Ratio of 2.3882: Residual shares from Roku's Amended and Restated 2017 Equity Incentive Plan were multiplied by 2.3882 to calculate the number of FOX shares to be registered.
  • Cash component: $95.30 per Roku share: The per share cash amount payable to Roku stockholders was $95.30, according to the filing.
  • Stock exchange ratio: 0.9799: Each share of Roku common stock was exchanged for 0.9799 shares of FOX Class A common stock pursuant to the Merger Agreement.
  • No stockholder approval required: The filing states issuance does not require FOX stockholder approval under Nasdaq Listing Rule 5635(c) and IM-5635-1, subject to specified conditions.

Fox Corporation Assumes Roku Equity Plan Shares Following Completed Acquisition

According to the filing, Fox Corporation (NASDAQ:FOXA) and Roku, Inc. entered into an Agreement and Plan of Merger dated June 14, 2026. The transaction closed on November 6, 2026, through a two-step structure: first, Falcon Merger Sub 1, Inc. merged with and into Roku, with Roku surviving as a wholly-owned FOX subsidiary; then, that surviving corporation merged with and into Falcon Merger Sub 2, LLC, which was subsequently renamed Roku, LLC and continues as a wholly-owned FOX subsidiary.

In connection with the mergers, the filing states that FOX assumed the shares of Roku common stock remaining available for issuance under Roku's Amended and Restated 2017 Equity Incentive Plan. Those residual shares were adjusted by multiplying them by an Adjustment Ratio of 2.3882, which the filing describes as the sum of 0.9799 (the stock exchange ratio) and 1.41 (equal to $95.30 divided by $67.67, the closing trading price of FOX Class A common stock on the Nasdaq Stock Market on November 5, 2026, the final trading day immediately preceding the closing). The resulting figure of 91,944,833 shares of FOX Class A common stock is being registered under the Fox Corporation 2019 Shareholder Alignment Plan via this Form S-8.

The filing specifies that no FOX stockholder approval is required for this issuance, citing Nasdaq Listing Rule 5635(c) and IM-5635-1. That exemption applies provided that the available shares are appropriately adjusted to reflect the transaction, are not used beyond the period during which they would have been available under the Roku Plan absent the mergers, and are not used for awards to individuals who were employed by FOX immediately prior to the closing. The filing states the Plan, as amended, incorporates each of these limitations.

What Was Disclosed

Fox Corporation filed a Form S-8 on November 6, 2026, registering 91,944,833 shares of FOX Class A common stock assumed from Roku's equity plan following the completion of its acquisition of Roku, Inc. under the Fox Corporation 2019 Shareholder Alignment Plan.