Roku, Inc. filed a Form 8-K on November 6, 2026, reporting the completion of its acquisition by Fox Corporation pursuant to a Merger Agreement dated June 14, 2026, with Roku surviving the first merger step before being merged into Falcon Merger Sub 2, LLC and renamed Roku, LLC.

Key Highlights

  • Merger closed November 6, 2026: Fox Corporation completed its acquisition of Roku, Inc. on the closing date, making Roku a wholly owned subsidiary of FOX before its final conversion into Roku, LLC.
  • Cash component per share: Each share of Roku Class A and Class B common stock was converted into the right to receive $95.30 in cash, without interest, plus an equity component.
  • Stock exchange ratio: Each Roku share also entitled holders to 0.9799 of a share of FOX Class A common stock (par value $0.01 per share), with cash paid in lieu of fractional shares.
  • Unvested RSUs converted: Each unvested Roku RSU was cancelled and converted into a Converted RSU Cash Award (based on the $95.30 per share cash amount) and a Converted RSU Equity Award (based on the 0.9799 exchange ratio) under the Fox Corporation 2019 Shareholder Alignment Plan.
  • Credit agreement terminated: Roku terminated its Credit Agreement dated September 16, 2024, with Citibank, N.A. as administrative agent; no borrowings were outstanding at the time of termination, and all liens and guaranties were released.
  • Merger Agreement origin: The Merger Agreement was dated June 14, 2026, among Roku, FOX, Falcon Merger Sub 1, Inc., and Falcon Merger Sub 2, LLC, with the full text previously filed as Exhibit 2.1 on June 15, 2026.

Roku Becomes Roku, LLC as Fox Corporation Merger Closes

According to the filing, the transaction was structured as a two-step merger. In the first step, Falcon Merger Sub 1, Inc., a wholly owned FOX subsidiary, merged with and into Roku, Inc., with Roku continuing as the surviving corporation and becoming a wholly owned subsidiary of FOX. Immediately following, in the second step, Roku was merged with and into Falcon Merger Sub 2, LLC, with that entity continuing as the surviving company under the name Roku, LLC, also as a wholly owned subsidiary of FOX.

The filing states that each share of Roku Class A common stock (par value $0.0001 per share) and Class B common stock (par value $0.0001 per share) outstanding immediately prior to the effective time was converted into the right to receive $95.30 in cash and 0.9799 of a share of FOX Class A common stock, subject to applicable withholding taxes. Shares held by Roku itself, its subsidiaries, FOX and its subsidiaries, and shares for which holders properly demanded appraisal under Section 262 of the Delaware General Corporation Law were excluded from this conversion, according to the filing.

Regarding equity awards, the filing discloses that unvested Roku RSUs were cancelled and replaced with two components: a Converted RSU Cash Award entitling the holder to receive the $95.30 per share cash amount per underlying share (subject to the same vesting schedule), and a Converted RSU Equity Award consisting of FOX restricted stock units at the 0.9799 exchange ratio, governed by the Fox Corporation 2019 Shareholder Alignment Plan. The filing notes that as of immediately prior to the effective time, there were no vested unsettled restricted stock units of the Company outstanding. In connection with the closing, Roku terminated its credit agreement with Citibank, N.A., with all outstanding obligations paid in full and all commitments terminated.

What Was Disclosed

Roku, Inc. disclosed the November 6, 2026 closing of its acquisition by Fox Corporation, the per-share merger consideration of $95.30 in cash plus 0.9799 FOX Class A shares, the treatment of unvested RSUs, and the termination of its Citibank credit facility with no outstanding borrowings.